5TH AVENUE: Opposes UST Motion for Dismissal of Case----------------------------------------------------Debtor 5th Avenue Partners opposes a motion by Peter C. Anderson,U.S. Trustee for Region 16, for the dismissal of its Chapter 11case.

The Debtor filed a document joining in an objection by PortigonAG, New York Branch, formerly known as WestLB AG, New York Branch,to the dismissal of the case.

A hearing on the motion was previously set for May 28 but has beenadjourned to Aug. 1, 2013, at 10:30 a.m.

As reported in the Troubled Company Reporter, the U.S. Trusteeasserted that there is "no purpose" for the case to remain inChapter 11. The U.S. Trustee pointed out that when the Debtorfiled for Chapter 11 relief in June 2010, it owned a hotel in SanDiego and an adjacent entertainment venue. In May 2011, theseassets were sold pursuant to an order of the Court. The sale orderprovided that a portion of the sale proceeds in the amount of $21million would be held by the Debtor in an escrow fund pendingresolution of lien disputes between WestLB and various parties.Recently, the Court entered an order for the release of $10.5million to WestLB from this escrow fund. Three adversaryproceedings were commenced. Two of those have been closed and theremaining adversary proceeding has been dismissed with prejudice.According to the U.S. Trustee, neither the Debtor nor any otherparty has filed a plan with the Court. The U.S. Trustee is askingthe Court to issue an order regarding the disposition of theremaining escrow funds currently being held by the Debtor.

About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners owns andoperates the Se San Diego hotel located in San Diego, California'sfinancial district. The hotel has 184 guestrooms, a 5,500-square-foot spa, a restaurant, rooftop bar and lounge, 20,000 square feetof banquet space and meeting rooms, an outdoor rooftop pool,fitness center and 23 unsold condominium units. 5th Avenue alsoowns next to the Se San Diego hotel building a 31,000-square-footbuilding, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.C.D. Calif. Case No. 10-18667) on June 25, 2010. Marc J.Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,California, serves as counsel to the Debtor. Blitz Lee & Companyserves as its accountant. Richard M. Kipperman was appointed aschief restructuring officer. The Company estimated assets at$10 million to $50 million and debts at $50 million to$100 million. The Official Committee of Unsecured Creditorstapped Baker & McKenzie LLP as counsel.

The Debtor did not file a list of its largest unsecured creditorstogether with its petition.

The petition was signed by Bruce Ash, authorized representative.

ADEPT TECHNOLOGIES: Gets Interim Access to Cash Collateral----------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of Alabamaauthorized Adept Technologies, LLC's continued use of cashcollateral. The Court has already entered four interim agreedorders allowing the Debtor to use cash collateral which PNC Bank,National Association asserts an interest.

The Debtor is authorized to use cash collateral in the ordinarycourse of business for a period of 60 days from the May 22, 2013,entry of the order.

As adequate protection to PNC for the use of the cash collateral,the Debtor will grant PNC a first priority replacement lien in allassets of the Debtor that comprise the PNC collateral, subject tocarve out on certain expenses.

Additionally, the Debtor will deliver to PNC monthly adequateprotection payments of $77,000, commencing on May 15, 2013, andcontinuing on the 15th of each month through the termination date.PNC will apply the adequate protection payments first to the$500,000 term loan and then to the $1.2 line of credit.

As reported in the Troubled Company Reporter on March 20, 2013,PNC asserts that the PNC debt totaled approximately $6,402,852 asof the Petition Date, and is secured by, among other things,certain real property in four locations in Madison County,Alabama, and PNC's security interest in the Debtor's inventory,chattel paper, accounts, equipment and general intangibles,together with all other accessories, accessions, attachments,tools, parts, supplies, replacements of and additions thereto, allproducts and produce thereof and all proceeds of the foregoing,including insurance proceeds.

About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.The Debtor, which has principal assets located in Huntsville,Alabama, estimated assets of $10 million to $50 million andliabilities of up to $10 million. Judge Jack Caddell presidesover the case.

Kevin D. Heard, Esq., at Heard Ary, LLC, represents the Debtor ascounsel. The petition was signed by Brad Fielder, managingmember.

ADEPT Technologies, LLC, delivered to the U.S. Bankruptcy Courtfor the Northern District of Alabama, Northern Division, a plan ofreorganization and accompanying disclosure statement proposing a10% recovery for allowed general unsecured claims.

The 'B' issue-level and '3' recovery rating on the company'sfirst-lien facilities, and the 'CCC+' issue-level and '6' recoveryrating on the second-lien facilities, remain unchanged. As ofMarch 31, 2013, the company had about $480 million of debtoutstanding.

For the 12 months ended March 31, 2013, Standard & Poor'sestimates Alliance Laundry's adjusted debt leverage increased to5.2x from 3.7x in the prior-year period. The company usedproceeds from this transaction along with cash from the balancesheet to repay existing debt and fund a $232 million shareholderdistribution.

The outlook is stable, reflecting S&P's expectation that AllianceLaundry will maintain adequate liquidity and continue to improveoperating performance. S&P expects credit metrics to improveslightly over the near term, including leverage of about 5x byyear-end 2013, and for the company to maintain free cash flowclose to historical levels.

ALLIED SYSTEMS: Bankruptcy Judge Blasts Proposed $33MM Loan-----------------------------------------------------------Matt Chiappardi of BankruptcyLaw360 reported that a Delawarebankruptcy judge refused to consider Allied Systems HoldingsInc.'s request for $33.5 million in replacement post-petitionfinancing from two private equity lenders, calling the proposal"dead on arrival," and chastising the parties for bringing him amotion that fell so short.

According to the report, U.S. Bankruptcy Judge Christopher S.Sontchi said he agreed with many objections lodged by the officialcommittee of unsecured creditors that argued the refinancing termswere much too expensive.

Peg Brickley writing for Dow Jones' DBR Small Cap reports that thebankruptcy judge slapped down a bankruptcy financing offer andauction plan advanced by Black Diamond Capital Management LLC forAllied Systems and threatened to put the company in the hands of atrustee.

Allied Systems, through its subsidiaries, provides logistics,distribution, and transportation services for the automotiveindustry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,represented the Debtors in the 2005 case. Allied won confirmationof a reorganization plan and emerged from bankruptcy in May 2007with $265 million in first-lien debt and $50 million in second-lien debt.

The petitioning creditors said Allied has defaulted on payments of$57.4 million on the first lien debt and $9.6 million on thesecond. They hold $47.9 million, or about 20% of the first-liendebt, and about $5 million, or 17%, of the second-lien obligation.They are represented by Adam G. Landis, Esq., and Kerri K.Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

The Company is being advised by the law firms of Troutman Sanders,Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurancecompany Haul Insurance Limited or any of the Company's Mexican orBermudan subsidiaries. The Company also announced that it intendsto seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed inthe case. The Committee consists of Pension Benefit GuarantyCorporation, Central States Pension Fund, Teamsters NationalAutomobile Transporters Industry Negotiating Committee, andGeneral Motors LLC. The Committee is represented by Sidley AustinLLP.

Yucaipa Cos. has 55 percent of the senior debt and took theposition it had the right to control actions the indenture trusteewould take on behalf of debt holders. The state court ruled inMarch 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'committee authority to sue Yucaipa. The suit includes claims thatthe debt held by Yucaipa should be treated as equity orsubordinated so everyone else is paid before the Los Angelesbasedowner. The judge is allowing Black Diamond to participate in thelawsuit against Yucaipa and Allied directors.

ALPHA OMEGA: GOB Sales Agent Compelled to Comply With Contract--------------------------------------------------------------A Massachusetts bankruptcy judge compelled an agent who assistedin the going-out-of-business sale of Lexington Jewelers Exchange,Inc., dba Alpha Omega Jewelers, to comply with the terms of anagency agreement between the parties in a May 29, 2013 Memorandumof Decision available at http://is.gd/GIt4EYfrom Leagle.com.

The Motion to Compel was brought by Harold B. Murphy, as Chapter 7Trustee of the Debtor, against the joint venture comprised ofCapital Group, LLC, SB Capital Group, LLC and The Gordon Company,Inc. The JV conducted the GOB Sale on the Debtor's behalf as itsagent pursuant to a court-approved agency agreement.

The dispute arose when Bellweather Properties of Massachusetts, anaffiliate of Simon Property Group and the Debtor's landlord forits Burlington Mall retail store, asserted an administrativeexpense claim for unpaid percentage rent for $200,522, for theperiod January 2008 to April 2008.

To this, the Trustee demanded from the Agent evidence of paymentof the Simon Claim or, in the absence of that evidence, that theAgent tender the amount of the Simon Claim to the Trustee.

In a May 29 decision, Bankruptcy Judge William C. Hillman grantedthe Motion to Compel, saying that it "does no more than ask theJoint Venture to do that which it is contractually obliged."

The case was converted into a Chapter 7 proceeding on May 12,2008, in anticipation of the completion of the Debtor's going-out-of-business sale. Harold B. Murphy was appointed as Chapter 7trustee.

AMERICAN AIRLINES: Blasts UST's Plan Disclosures Objections-----------------------------------------------------------Gavin Broady of BankruptcyLaw360 reported that AMR Corp. respondedto criticism of its disclosure statement and proposedreorganization plan in New York bankruptcy court, slamming theU.S. trustee for attempting to scuttle the plan over objections toa proposed $20 million severance deal for its outgoing CEO.

According to the report, the American Airlines Inc. parent, whichseeks to finalize an $11 billion merger with US Airways Group Inc.to create the world's largest airline, says the objections arepremature and should be overruled.

About American Airlines

AMR Corp. and its subsidiaries including American Airlines, thethird largest airline in the United States, filed for bankruptcyprotection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattanon Nov. 29, 2011, after failing to secure cost-cutting laboragreements.

AMR, previously the world's largest airline prior to mergers byother airlines, is the last of the so-called U.S. legacy airlinesto seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnectioncarrier serve 260 airports in more than 50 countries andterritories with, on average, more than 3,300 daily flights. Thecombined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billionof total operating revenues for the nine months ended Sept. 30,2011. AMR recorded a net loss of $471 million in the year 2010, anet loss of $1.5 billion in 2009, and a net loss of $2.1 billionin 2008.

AMERICAN AIRLINES: Judge Greenlights Union Integration, FAA Deals-----------------------------------------------------------------Maria Chutchian of BankruptcyLaw360 reported that AMR Corp. scoreda New York bankruptcy judge's approval to enter a deal thatsignificantly reduces the Federal Aviation Administration's claimsagainst the airline, as well as an agreement outlining theintegration of AMR's workers with those at US Airways Group Inc.

According to the report, the FAA settlement provides the agencywith $24.9 million in allowed general unsecured claims andresolves allegations that AMR's American Airlines Inc. violatedfederal regulations before it entered bankruptcy. The dealresolves the $162 million in claims asserted by the FAA againstthe airlines, the report said.

About American Airlines

AMR Corp. and its subsidiaries including American Airlines, thethird largest airline in the United States, filed for bankruptcyprotection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattanon Nov. 29, 2011, after failing to secure cost-cutting laboragreements.

AMR, previously the world's largest airline prior to mergers byother airlines, is the last of the so-called U.S. legacy airlinesto seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnectioncarrier serve 260 airports in more than 50 countries andterritories with, on average, more than 3,300 daily flights. Thecombined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billionof total operating revenues for the nine months ended Sept. 30,2011. AMR recorded a net loss of $471 million in the year 2010, anet loss of $1.5 billion in 2009, and a net loss of $2.1 billionin 2008.

ATARI INC: Wants to Sell Substantially All Assets-------------------------------------------------Atari, Inc., et al., ask the U.S. Bankruptcy Court for theSouthern District of New York to approve the bid procedures togovern the sale(s) of substantially all of their assets.

The Debtors, with the assistance of their investment banker,Perella Weinberg Partners, commenced a comprehensive sale processfor the Debtors' assets, including the Debtors' iconic brands andunique intellectual property portfolio.

As part of the sale process, PWP contacted over 180 partiescomprising of financial and strategic buyers, the latter categoryincluding both gaming and non-gaming companies. To date, morethan 90 parties have signed confidentiality agreements and havebeen provided access to an electronic data room.

Additionally, the Debtors may afford each potential bidder thetime and opportunity to conduct reasonable due diligence.

Alden Global Value Recovery Master Fund, L.P., or permittedassignee, as the DIP Lender under the credit agreement, will haveall rights available under Bankruptcy Code Section 363(k) tosubmit a credit bid on the collateral.

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, tobreak away from their unprofitable French parent company andsecure independent capital.

A day after its American unit filed for Chapter 11 bankruptcyprotection, Paris-based Atari S.A. took a similar measure underBook 6 of that country's commercial code. Atari S.A. said itwas filing for legal protection because its longtime backerBlueBay has sought to sell its 29% stake and demanded repayment byMarch 31 on a credit line of $28 million that it cut off inDecember.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & WilliamsLLP are proposed to serve as lead counsel for the U.S. companiesin their Chapter 11 cases. BMC Group is the claims and noticeagent. Protiviti Inc. is the financial advisor.

The Official Committee of Unsecured Creditors is seeking Courtpermission to retain Duff & Phelps Securities LLC as its financialadvisor. The Committee sought and obtained authority to retainCooley LLP as its counsel.

ATARI INC: Committee Wants Deal on Plan Before Bonuses------------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that the official creditors' committee for Atari Inc. saidthat the video-game maker put the proposed executive bonus programunder seal so the public won't know the "magnitude" of thepayments for the company's top eight officers.

The committee's statement, the report relates, was made in papersfiled this week in opposition to court approval of the program. Ahearing to consider bonus approval is currently on the June 6calendar for the U.S. Bankruptcy Court in New York.

The report notes that the creditors said they weren't inclined toapprove bonuses until secured lender Alden Global Capital Ltd.agrees on a settlement where the assets can be sold, leavingbehind enough cash for a "meaningful distribution" to unsecuredcreditors. Although a secrecy requirement precluded the committeefrom laying out details, the creditors' filing said that the topthree officers could receive bonuses exceeding their annualsalaries. The committee is also against smaller bonuses forsimply paying off financing for the bankruptcy. Higher bonuses,the committee says, aren't "difficult to attain" and therefore areretention bonuses banned by Congress for top managers of bankruptcompanies.

The report relates that the U.S. Trustee said that the top threeexecutives would be collectively paid $72,000 upon repayment ofthe $5.25 million loan from Alden financing the bankruptcy. TheU.S. Trustee also said that targets to qualify for higher bonusesaren't sufficiently "challenging." Not having found a buyeroffering an adequate price for the business, Atari filed papersproposing to hold auction on July 16 through July 19.

The report says that the bankruptcy judge already gave thecommittee authority to investigate the bankrupt French parent,Alden and others. The U.S. Atari company said at the outset ofbankruptcy that debt owing to the parent should be treated asequity. The U.S. company also challenged the secured status ofdebt to the parent and to Blue Bay Value Recovery (Master) FundLtd. Alden is now Atari's post-bankruptcy lender, the primaryshareholder of the bankrupt French parent, and a major securedlender to the parent. Given the secured status against theparent, Alden controls the $275 million claim the parent hasagainst the U.S. company, according to a court filing by thecommittee.

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, tobreak away from their unprofitable French parent company andsecure independent capital.

A day after its American unit filed for Chapter 11 bankruptcyprotection, Paris-based Atari S.A. took a similar measure underBook 6 of that country's commercial code. Atari S.A. said itwas filing for legal protection because its longtime backerBlueBay has sought to sell its 29% stake and demanded repayment byMarch 31 on a credit line of $28 million that it cut off inDecember.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & WilliamsLLP are proposed to serve as lead counsel for the U.S. companiesin their Chapter 11 cases. BMC Group is the claims and noticeagent. Protiviti Inc. is the financial advisor.

The Official Committee of Unsecured Creditors is seeking Courtpermission to retain Duff & Phelps Securities LLC as its financialadvisor. The Committee sought and obtained authority to retainCooley LLP as its counsel.

ATP OIL: Bankruptcy Judge Says Asset Sale Not "Preordained"-----------------------------------------------------------Jacqueline Palank, writing for Dow Jones Newswires' DailyBankruptcy Review, reported that a bankruptcy judge warned ATP Oil& Gas Corp. that it's not "preordained" that he'll approve theasset sale the company has long been pinning its hopes on butwhich has run into complications.

According to the report, the remarks, from Judge Marvin Isgur ofthe U.S. Bankruptcy Court in Houston, came at a status conferenceon ATP's progress in resolving concerns about its planned sale toits lenders. The lenders, led by Credit Suisse, have offered about$690 million for ATP's deepwater drilling assets, but much of theoffer is in the form of debt forgiveness instead of cash.

As a result, ATP attorney Charles Kelly, of Mayer Brown LLP, saidthe company is concerned it won't have enough cash on hand tocover the costs of bankruptcy -- what is known as beingadministratively insolvent -- let alone pay creditors, the reportrelated. The attorney asked Judge Isgur for suggestions as how toresolve the dilemma but got an answer he probably hadn't bargainedon.

"If the estate is going to wind up administratively insolvent as aresult of the 363 sale, then maybe the debtor should considerother options," Judge Isgur responded, according to the report."It's not preordained to me that it's going to get approved."

The judge's comments come less than a week before ATP is scheduledto ask him to approve the sale, a deal that's been delayed as thedeal has run into creditor criticism and concerns, the reportpointed out.

About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an internationaloffshore oil and gas development and production company focusedin the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP disclosed assets of $3.6 billion and $3.5 billion ofliabilities as of March 31, 2012. Debt includes $365 million on afirst-lien loan where Credit Suisse AG serves as agent. There is$1.5 billion on second-lien notes with Bank of New York MellonTrust Co. as agent. ATP's other debt includes $35 million onconvertible notes and $23.4 million owing to third parties fortheir shares of production revenue. Trade suppliers have claimsfor $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed inthe case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &McCloy, in New York, represents the Creditors Committee ascounsel.

A 7-member panel of equity security holders has also beenappointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counselto the Equity Committee.

ATP OIL: Anadarko Objects to Sale of Assets-------------------------------------------Anadarko E&P Onshore filed with the U.S. Bankruptcy Court anobjection to ATP Oil & Gas' motion for the sale of substantiallyall assets, joining similar objections previously filed by theUnited States and BP.

Jeremy Heallen of BankruptcyLaw360 reported that Anadarko E&POnshore, a unit of Anadarko Petroleum Corp., asked the bankruptcyjudge to block a proposed $691 million sale of ATP Oil & GasCorp.'s offshore assets, because the deal will allegedly allow thefoundering company to escape $153 million in environmentalliabilities.

According to BankruptcyData, Anadarko E&P Onshore asserts,"Anadarko finds the United States' arguments persuasive because itis now apparent that the Debtor seeks to use the Sec. 363(b) saleprocess to shirk its environmental liabilities. Approval of thesale would leave the Debtor with massive P&A liabilities --liabilities which this Court has characterized as administrativeexpense claims -- for which there will be no funding," the BDatareport said, citing court documents.

The objection continues, 'the BP Objection to be well-founded inits argument that the proposed sale and attendant benefits mayonly be obtained by the DIP Lenders pursuant to the chapter 11plan process," the BData added.

According to the Law360 report, Anadarko E&P Onshore claims thesale of all of the income-producing assets to ATP's lenders doesnot include plugging and abandonment obligations tied tounproductive wells within the company's portfolio in whichAnadarko holds partial interests.

About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an internationaloffshore oil and gas development and production company focusedin the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP disclosed assets of $3.6 billion and $3.5 billion ofliabilities as of March 31, 2012. Debt includes $365 million on afirst-lien loan where Credit Suisse AG serves as agent. There is$1.5 billion on second-lien notes with Bank of New York MellonTrust Co. as agent. ATP's other debt includes $35 million onconvertible notes and $23.4 million owing to third parties fortheir shares of production revenue. Trade suppliers have claimsfor $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed inthe case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &McCloy, in New York, represents the Creditors Committee ascounsel.

A 7-member panel of equity security holders has also beenappointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio,Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counselto the Equity Committee.

BIOSCRIP INC: S&P Rates Senior Secured Credit Facilities 'B'------------------------------------------------------------Standard & Poor's Rating Services said it affirmed its 'B'corporate credit rating on Elmsford, N.Y.-based BioScrip Inc. andassigned a 'B' issue-level rating on the company's senior securedcredit facilities with a recovery rating of '3', indicatingexpectations for meaningful recovery in the event of a paymentdefault. The outlook is stable.

"The ratings on BioScrip Inc. reflect its "highly leveraged"financial risk profile, characterized by its highly leveragedcapital structure and acquisitive past," said credit analyst JohnBabcock. "The ratings also incorporate our assessment of itsbusiness risk profile as "weak", which we revised from"vulnerable" based on its improved scale and competitive position.Other key credit factors considered in our business riskassessment include its narrow business focus and limited barriersto entry."

S&P based its stable rating outlook on its expectation thatBioScrip's debt-to-EBITDA ratio will remain near 5x for the nexttwo years. Additionally, while S&P believes the company willgenerate more than $45 million in free cash flow in 2013, S&P donot expect the cash to be used for debt reduction.

S&P would consider an upgrade if the company achieves an improvedfinancial risk profile, including a debt-to-EBITDA ratiomaintained below 5x. S&P estimates this could occur if it growsrevenues in the double digits and its EBITDA margin expands 100bps from its current projections. This could reflect operatingleverage and a sustained decline in borrowing.

S&P believes a lowering of the company's speculative-grade ratingis unlikely in the year ahead, given BioScrip's plan to invest inhigher-margin businesses than those divested. However, S&P wouldconsider a downgrade if its covenant cushion falls below 10%. S&Pestimates this could occur if its EBITDA margin contracts morethan 100 bps from its projections.

BLOCKBUSTER INC: Chapter 7 Conversion Sought--------------------------------------------BankruptcyData reported that Blockbuster filed with U.S.Bankruptcy Court a motion for an order to convert its Chapter 11reorganization cases to liquidation under Chapter 7 of theBankruptcy Code, directing the U.S. Trustee assigned to the caseto appoint a chapter 7 trustee and relieving Kurtzman CarsonConsultants of its responsibilities as noticing and claims agent.

The motion explains, "Conversion of the chapter 11 cases to casesunder chapter 7 will provide a mechanism to reconcile anyremaining claims, make final distributions, and close theadministration of these cases....Upon conversion, the chapter 7trustee can determine how he wishes to allocate estate assets torespond to requests from taxing authorities and other entities,"the BData report said, citing court documents.

The Court scheduled a June 19, 2013 hearing to consider themotion.

About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library ofmore than 125,000 titles, along with 12 U.S. affiliates,initiated Chapter 11 bankruptcy proceedings with a pre-arrangedreorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.10-14997) on Sept. 23, 2010. It disclosed assets of $1 billionand debts of $1.4 billion at the time of the filing.

In April 2011, Blockbuster conducted a bankruptcy court-sanctionedauction for all the assets. Dish Network Corp. won with an offerhaving a gross value of $320 million. The Debtor changed its namefrom Blockbuster Inc. to BB Liquidating Inc. after Dish purchasedall assets, including the trade name.

BOLIN & CO: Circuit Court Liberalizes Rules on Mutual Setoff------------------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that the U.S. Court of Appeals in Manhattan clarifiedrules governing situations when a contract claim may be offsetagainst a tort claim.

The report recounts that a creditor had a $270,000 secured claimagainst a corporation in Chapter 7. The trustee won a judgmentagainst the creditor for $226,000. The bankruptcy judge refusedto allow setoff, requiring the creditor to pay the $226,000judgment. In an unsigned and unpublished opinion on May 28, theSecond Circuit in Manhattan reversed.

The report notes that the case turned on whether the debts andcredits both arose pre-bankruptcy. The appeals court reiteratedlaw saying that a claim arises when all of the transactionsnecessary for liability have occurred, even if the claim remainedcontingent at bankruptcy. The two debts therefore were both pre-bankruptcy.

The Bloomberg report discloses that the bankruptcy court alsodenied setoff, saying there was a lack of mutuality because onedebt was secured and the other unsecured and didn't arise from thesame transaction. The appeals court reversed again, holding thatsecured and unsecured claims may be offset. Likewise, contractclaims may be set off against tort claims.

According to the Debtors' Second Modified Plan of Reorganizationdated April 12, 2013, the Plan provides that the cash flowgenerated from the Reorganized Debtors' ongoing operations will beused for general working capital purposes and to makedistributions under the Plan.

CANCANA RESOURCES: Seeks Approval for Management Cease Trade Order-----------------------------------------------------------------Cancana Resources Corp. on May 31 disclosed that has applied tothe Alberta Securities Commission to approve a management ceasetrade order. If approved, it is anticipated that the MCTO will beissued effective June 3, 2013. The Company anticipates it may beunable to file its annual financial statements, managementdiscussion and analysis and related Chief Executive Officer andChief Financial Officer certificates for its fiscal year-endedJanuary 31, 2013 before the May 31, 2013 filing deadline.

Through the process of completing the Cancana's financialstatements, the Company's auditors have raised an issue withrespect to the consolidation of an investment currently held bythe Company and the applicable accounting treatment in respect ofthis holding. The Company has been working diligently with itsauditors to remedy the situation in advance of the deadline,however Cancana has concluded that its auditor will not be able tocomplete the audit within the allotted timeframe and as such theRequired Filings cannot be made by the Filing Deadline.

The Company anticipates that it will be in a position to remedythe default within the two-month time allotted that the Companyhas applied for under the MCTO and file the Required Filings on orbefore July 30, 2013. The MCTO restricts all trading insecurities of the Company, whether direct or indirect, bymanagement of the Company. The MCTO will be in effect until theRequired Filings are filed.

The Company intends to satisfy the provisions of the alternativeinformation guidelines set out in sections 4.3 and 4.5 of NationalPolicy 12-203 Cease Trade Orders for Continuous DisclosureDefaults so long as the Required Filings are outstanding.

The Company has not taken any steps towards any insolvencyproceeding and the Company has no material information to releaseto the public.

About Cancana Resources Corp.

Cancana Resources Corp. -- http://www.cancanacorp.com-- is an exploration stage company with assets in Brazil and Canada. TheCompany has been seeking projects that expand its resource baseand provide for near term production and revenue.

CAREY LIMOUSINE: Chapter 11 Plan Is Confirmed---------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that the reorganization plan for Carey Limousine L.A. Inc.was approved on May 30 when the U.S. bankruptcy judge in Delawaresigned a confirmation order.

According to the report the plan, a product of mediation with theofficial creditors' committee, has $1.1 million cash for unsecuredcreditors with $4.5 million in claims, for a projected24.3 percent recovery. In exchange for the $1.1 million destinedfor unsecured creditors, an affiliate named Carey InternationalInc. will become the new owner.

The Bloomberg report discloses that secured claims aren'taffected. The principal liability is $146.6 million owing on asecured term loan.

The Debtor operates from a centralized location with convenientproximity to Los Angeles International Airport, Beverly Hills,Downtown Los Angeles, and other centers of business and tourismin Southern California. The Debtor has 17 employees and utilized30 independent owner-operators. Seventeen farm-out companies,providing chauffeurs, fulfill overflow customer requests.

The Debtor estimated just under $500,000 in assets and at least$100 million in liabilities. The Debtor said it owes $146.6million in term loans provided by lenders led by HighlandFinancial Corp., as arranger and NexBank, SSB, as administrativeagent.

CASH STORE: Obtains Full Revocation of Cease Trade Orders---------------------------------------------------------The Cash Store Financial Services Inc. on May 31 disclosed that ithas obtained a full revocation of the cease trade orders that wererecently issued by the Alberta Securities Commission, the BritishColumbia Securities Commission and the Ontario SecuritiesCommission.

As announced in a press release dated May 14, 2013, the AlbertaSecurities Commission issued a cease trade order in connectionwith the Company's decision to restate and re-file financialstatements and related MD&A for (i) the years ended September 30,2012, September 30, 2011 and the fifteen month period endedSeptember 30, 2010, and (ii) the interim periods ending December31, 2011, March 31, 2012, June 30, 2012 and December 31, 2012. OnMay 16, 2013 and May 21, 2013, the British Columbia SecuritiesCommission and Ontario Securities Commission also issued similarcease trade orders.

The Company has now completed the Restatement and the Cease TradeOrders have been revoked.

About Cash Store Financial

Cash Store Financial is the only lender and broker of short-termadvances and provider of other financial services in Canada thatis listed on the Toronto Stock Exchange (TSX: CSF). Cash StoreFinancial also trades on the New York Stock Exchange (NYSE: CSFS).Cash Store Financial operates 512 branches across Canada under thebanners "Cash Store Financial" and "Instaloans". Cash StoreFinancial also operates 25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is notaffiliated with Cottonwood Financial Ltd. or the outletsCottonwood Financial Ltd. operates in the United States under thename "Cash Store". Cash Store Financial does not do businessunder the name "Cash Store" in the United States and does not ownor provide any consumer lending services in the United States.

The Company's balance sheet at Dec. 31, 2012, showed C$207.69million in total assets, C$169.93 million in total liabilities andC$37.76 million in shareholders' equity.

* * *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &Poor's Ratings Services lowered its issuer credit rating on CashStore Financial (CSF) to 'CCC+' from 'B-'. The outlook isnegative.

"The downgrades follow a proposal by the payday loan registrar inOntario to revoke CSF's payday lending licenses and CSF'sannouncement that it has discontinued its payday loan product inthe region," said Standard & Poor's credit analyst Igor Koyfman.The company's businesses in Ontario, which account forapproximately one-third of its store count, will begin offering anew line of credit product to its customers. S&P believes this isto offset the loss of its payday lending product; however, this isa relatively new product, and S&P believes that it will bechallenging for the company to replace its lost earnings from thepayday loan product. S&P also believe that the registrar'sproposal could lead to similar actions in other territories.

As reported by the TCR on May 22, 2013, Moody's Investors Servicedowngraded the Corporate Family Rating and senior unsecured debtrating of Cash Store Financial Services to Caa1 from B3 andassigned a negative outlook. According to Moody's, CSFS remainsunprofitable on both the pretax and net income lines and prospectsfor return to profitability are unclear.

The 'B-' issue-level and '3' recovery rating on the company'sfirst-lien term loan, and the 'CCC' rating and the '6' recoveryrating on the company's second-lien term loan remain unchanged.

The '3' recovery rating on the 1st-lien term loan reflects S&P'sexpectation for meaningful (50%-70%) recovery in the event ofpayment default. The '6' recovery rating on the 2nd-lien termloan reflects S&P's expectation for negligible (0%-10%) recoveryin the event of payment default.

"While we are maintaining our "vulnerable" business risk and"highly leveraged" financial risk profiles, we note that free cashflow is very thin heading into a challenging phase in thecompany's operations," said credit analyst David Kaplan. "Webased our vulnerable business risk profile on a highly fragmentedbusiness and what we view as low barriers to entry in the non-Medicare business as well as intense pricing pressure in itshighly concentrated diabetes products business. CCS' highlyleveraged financial risk profile reflects our belief that, overthe near-term, free cash flow will struggle to grow and leveragewill rise because of a combination of sharp price declines and lowinitial volumes following implementation of competitive bidding."

The negative outlook reflects S&P's expectation for reduced EBITDAgeneration and thin-to-negative free cash flow over the next fewquarters, the uncertainty surrounding potential reimbursement cutsfrom commercial payers, and the need to increase volumessubstantially while tightly managing working capital, to generatepositive free cash flow.

S&P could lower the rating if CMS-related payment delays continueto increase working capital levels or if expected volumes do notmaterialize in the second half of 2013. Such a development wouldlikely result in negative free cash flows that could exhaust thecompany's liquidity and jeopardize the company's ability torefinance its debt.

S&P could revise the outlook to stable if the company is able togenerate sustained levels of free cash flow. This would implythat the company is able manage the price reduction and highervolumes expected from new contracts under Competitive Biddingwhile also containing working capital outflows.

CENTRAL EUROPEAN: Chapter 11 Plan to Be Consummated June 5----------------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that ownership of Central European Distribution Corp. willbe taken over officially by Roustam Tariko's Roust Trading Ltd. byJune 5, the U.S.-based parent of the world's largest vodkaproducers said in a statement on May 31.

According to the report the U.S. Bankruptcy Court in Delawareapproved the prepackaged Chapter 11 reorganization plan on May 13.

The report notes that the plan received an approving vote ofcreditors before court proceedings commenced April 7.

About CEDC

Mt. Laurel, New Jersey-based Central European DistributionCorporation is one of the world's largest vodka producers andCentral and Eastern Europe's largest integrated spirit beveragesbusiness with its primary operations in Poland, Russia andHungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcyprotection under Chapter 11 of the Bankruptcy Code (Bankr. D.Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 planthat reduces debt by US$665.2 million.

CHINA BAK: Incurs $22.6-Mil. Net Loss in March 31 Quarter---------------------------------------------------------China BAK Battery, Inc., filed its quarterly report on Form 10-Q,reporting a net loss of $22.6 million on $44.1 million of revenuesfor the three months ended March 31, 2013, compared with a netloss of $15.6 million on $32.8 million of revenues for the sameperiod last year.

The Company reported a net loss of $47.9 million on $107.8 millionof revenues for the six months ended March 31, 2013, compared witha net loss of $17.4 million on $104.5 million of revenues for thesix months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed$418.2 million in total assets, $392.7 million in totalliabilities, and stockholders' equity of $25.5 million.

According to the regulatory filing, the Company has a workingcapital deficiency, accumulated deficit from recurring net lossesincurred for the current period and prior years and significantshort-term debt obligations maturing in less than one year as ofSept. 30, 2012, and March 31, 2013. "These factors raisesubstantial doubts about the Company's ability to continue as agoing concern."

CHINA GINSENG: Incurs $1.4-Mil. Net Loss in March 31 Quarter------------------------------------------------------------China Ginseng Holdings, Inc., filed its quarterly report on Form10-Q, reporting a net loss of $1.4 million on $497,943 of revenuesfor the three months ended March 31, 2013, compared with a netloss of $281,962 on $902,807 of revenues for the three monthsended March 31, 2012. "The increase of the net loss in thisquarter is primarily due to the inventory impairment."

The Company reported a net loss of $3.1 million on $2.7 million ofrevenues for the nine months ended March 31, 2013, compared with anet loss of $1.1 million on $3.1 million of sales for the ninemonths ended March 31, 2012. "The net loss was primarily due tothe decreased whole sales and increased cost of sales as apercentage of revenue and the inventory impairment.

The Company's balance sheet at March 31, 2013, showed $6.3 millionin total assets, $6.8 million in total liabilities, and astockholders' deficit of $462,148.

According to the regulatory filing, the Company had an accumulateddeficit of $8.8 million as of March 31, 2013, and there areexisting uncertain conditions the Company foresees relating to itsability to obtain working capital and operate successfully.

"Management's plans include the raising of capital through theequity markets to fund future operations and the generating ofrevenue through its businesses. Failure to raise adequate capitaland generate adequate sales revenues could result in the Companyhaving to curtail or cease operations.

"Additionally, even if the Company does raise sufficient capitalto support its operating expenses and generate adequate revenues,there can be no assurances that the revenues will be sufficient toenable it to develop business to a level where it will generateprofits and cash flows from operations. These matters raisesubstantial doubt about the Company's ability to continue as agoing concern."

Changchun City, China-based China Ginseng Holdings, Inc., conductsbusiness through its four wholly-owned subsidiaries located inChina. The Company has been granted 20-year land use rights to3,705 acres of lands by the Chinese government for ginsengplanting and it controls, through lease, approximately 750 acresof grape vineyards. However, recent harvests of grapes showedpoor quality for wine production which indicates that thevineyards are no longer suitable for planting grapes for wineproduction. Therefore, the Company has decided not to renew itslease for the vineyards with the Chinese government uponexpiration in 2013 and, going forward, it intends to purchasegrapes from the open market in order to produce grape juice andwine.

CHINA PEDIATRIC: Incurs $4.7-Mil. Net Loss in First Quarter-----------------------------------------------------------China Pediatric Pharmaceuticals, Inc., filed its quarterly reporton Form 10-Q, reporting a net loss of $4.7 million on $882,483 ofnet sales for the three months ended March 31, 2013, compared witha net loss of $1.8 million on $4.8 million of net sales for thesame period last year.

The Company's balance sheet at March 31, 2013, showed $7.5 millionin total assets, $608,483 in total current liabilities, andstockholders' equity of $6.9 million.

The Company had accumulated deficit of $11.3 million and $6.5million as at March 31, 2013, and Dec. 31, 2012. "These create anuncertainty about the Company's ability to continue as a goingconcern."

Located in Xi'an, Shaanxi Province, PRC, China PediatricPharmaceuticals, Inc., is engaged in the business of manufacturingand marketing of over-the-counter and prescription pharmaceuticalproducts for the Chinese marketplace as treatment for a variety ofdisease and conditions.

CHRISTIAN BROTHERS: Settles Abuse Claims for $16.5 Million----------------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that Christian Brothers' Institute came to an agreementwith lawyers for sexual-abuse claimants on a Chapter 11 plan basedon a $16.5 million contribution from the religious order and froman insurance company.

The report notes that according to a statement by Jeff Anderson &Associates PA, the plan will be filed in the next two weeks withthe U.S. Bankruptcy court in White Plains, New York.

According to the report, the forthcoming plan will providepayments for 400 victims, according to Anderson. It won't stopthe victims from suing third parties, like schools and dioceses,he said.

The report says that Anderson also said the settlement willprovide "concrete measures" for "safeguarding children from futureabuse."

About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is adomestic not-for-profit 501(c)(3) corporation organized under Sec.102(a)(5) of the New York Not-for-Profit Corporation Law. CBI wasformed to establish, conduct and support Catholic elementary andsecondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, isa domestic not-for-profit 501(c)(3) corporation organized underthe Not-for-Profit Corporation Law of the State of Illinois. CBOIwas formed to establish, conduct and support Catholic elementaryand secondary schools principally throughout the State ofIllinois, as well as other spiritual and temporal affairs of theformer Brother Rice Province of the Congregation of ChristianBrothers.

CBI and CBOI depend upon grants and donations to fund a portion oftheir operating expenses.

CIT GROUP: Shares Jump as Lender Exits Regulatory Curbs-------------------------------------------------------Rick Green, writing for Bloomberg News, reported that CIT GroupInc. (CIT), the business lender run by John Thain, jumped 5.4percent after reporting that regulatory curbs imposed in 2009while the firm struggled to survive have been lifted.

CIT received notice from the Federal Reserve Bank of New York thata written agreement dated Aug. 12, 2009 was terminated, accordingto a statement from the company, the report related. CIT advanced$2.41 to $46.90 as of 4:15 p.m. on May 31 in New York and tradedfor as much as $47.77, its best level since February 2011. Thestock has gained 21 percent this year.

The report related that bad loans including subprime mortgages ledNew York-based CIT to take $2.33 billion from the Treasury's bankrescue fund and then file for bankruptcy. Thain, who joined thecompany after its troubles began, led CIT with a plan that reducedthe lender's bad credits and high cost of funds. The bailoutwasn't repaid.

CIT's 2009 agreement with the Fed required the company to seek theregulator's approval for issuing dividends or new debt, the reportsaid. CIT also pledged to provide periodic updates focusing oncash and funding.

"The revised outlook reflects what we view as Clearwater'sstrengthened operating performance and credit protection measures,which we expect will continue this year," said Standard & Poor'scredit analyst Lori Harris. "The improvement in Clearwater'scredit metrics in the past couple of years is attributed toincreased EBITDA, which was driven by higher sales and better costefficiencies," Ms. Harris added.

Standard & Poor's also assigned its 'BB-' issue-level rating and'1' recovery rating to Clearwater's proposed new term facilities,which are expected to consist of C$30 million senior secured termloan A due 2018, C$45 million senior secured delayed-draw termloan A due 2018, and US$200 million senior secured term loan B due2019. The '1' recovery rating indicates S&P's expectation of veryhigh (90%-100%) recovery in the event of default.

S&P understands that proceeds of the new term loans, along withdrawings under a proposed C$60 million senior secured revolvingcredit facility (which S&P don't rate), will be used to refinanceexisting debt and fund a new clam harvesting vessel.

The positive outlook on Clearwater is based on Standard & Poor'sbelief that the company will maintain its solid market position inpremium shellfish and seafood products, while strengthening itsoperating performance and credit measures in the medium term. S&Pcould consider raising the ratings if Clearwater is able toimprove its performance and credit metrics on a sustainable basis,including funds from operations to debt above 15%, debt leveragebelow 4x, and an EBITDA cushion above 15% within its leveragecovenant. Alternatively, S&P could revise the outlook back tostable in the event the company's operating performance flattens,if Clearwater's adjusted credit ratios do not meet S&P's guidance,or if the company is not on track to generate meaningfullyimproved free cash flow in 2015.

According to the report, after meeting behind closed doors forseveral hours, attorneys for the company and its officialcreditors committee told a Delaware bankruptcy judge they hadreached agreements on several disputed issues. The agreements willnot be formally submitted to the court for approval until June 3,but Judge Christopher Sontchi nevertheless granted a request bythe parties to sign final orders approving CODA's debtor financingand sale plans.

The report related that Sontchi, who had expressed concerns aboutthe company's bankruptcy plans at hearing earlier this month, saidthe changes made make them more reasonable.

Attorneys for the U.S. trustee and the official creditorscommittee argued in court papers last week that CODA's financingand sale plans would unfairly benefit a group of lenders andnoteholders, led by an affiliate of Fortress Investment Group, whoare seeking to acquire the company with a lead, or "stalkinghorse" bid of $25 million, the report recalled.

Under a sale order approved Wednesday, competing bids are dueFriday, followed by an auction, if necessary, on June 3, thereport noted.

About CODA Holdings

Los Angeles, California-based CODA Energy --http://www.codaenergy.com-- made an electric auto that was a commercial failure. The company marketed the Coda Sedan, whichsold only 100 copies. It was an electrically powered version ofthe Hafei Saibao, made in China. After bankruptcy, Los Angeles-based Coda intends to concentrate on making stationery electric-storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliatesfiled for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.13-11153) on May 1, 2013, to enable the Company to complete asale, confirm a plan, and emerge from bankruptcy in a strongerposition to execute its new business plan. The Company expectsthe sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress InvestmentGroup, is leading a consortium of lenders intending to provide DIPfinancing to enable the Company's energy storage business toremain fully operational during the restructuring process. Theconsortium, or its designee, will also as stalking horse bidder toacquire the Company post-bankruptcy. In addition, the Companywill seek to monetize value of its existing automotive businessassets.

CODA disclosed assets of $10 million to $50 million andliabilities of less than $100 million. The Debtors have incurredprepetition a significant amount of secured indebtedness: securednotes of with principal in the amount of $59.1 million; term loansin the principal amount of $12.6 million; and a bridge loan with$665,000 outstanding. FCO and other bridge loan lenders have"enhanced priority" over other secured noteholders that did notparticipate in the bridge loans, pursuant to the intercreditoragreement.

CODA's legal advisor in connection with the restructuring is White& Case LLP. Emerald Capital Advisors serves as its ChiefRestructuring Officer and restructuring advisor, and HoulihanLokey serves as its investment banker for the restructuring.Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legaladvisor.

"The lowered rating reflects our view of the significantdeterioration in the school's operations, as demonstrated by thenegative fund balance in fiscal 2012," said Standard & Poor'scredit analyst Carlotta Mills. "The negative outlook indicatesthat while management appears to have stabilized and the schoolhas a plan in place for fiscal improvement, finances would have toimprove before we could consider revising the outlook to stable,"continued Ms. Mills.

The ICR reflects S&P's opinion of:

-- The school's very low days' cash on hand (four days), with a similar level of cash expected by management in fiscal 2013;

-- The potential that the school may lose its charter (as with all charter schools) prior to the bonds' maturity;

-- Inadequate coverage in fiscal 2012, according to its calculations, with a similar or lower level of coverage expected by management in fiscal 2013; and

-- Management challenges, which appear to have stabilized, during the last half of fiscal 2013. Debt as of the end of fiscal 2012 was $6.9 million.

COOPER-BOOTH: Section 341(a) Meeting Set on June 25---------------------------------------------------A meeting of creditors in the bankruptcy case of Cooper-BoothWholesale Company, L.P., will be held on June 25, 2013, at 2:00p.m. at 833 Chestnut Street, Suite 501, Philadelphia, PA.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. Thismeeting of creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

Cooper-Booth Wholesale Company, L.P. and two affiliates soughtChapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) inPhiladelphia on May 21, 2013, after the U.S. government seized itsbank accounts to recover payments made by a large customer caughtsmuggling Virginia-stamped cigarettes into New York. Thepetitions were signed by Barry Margolis, president of Cooper-Booth Mgmt Co., Inc., general partner. Judge Magdeline D. Colemanpresides over the case. Maschmeyer Karalis, P.C., serves as theDebtors' counsel. Executive Sounding Board Associates, Inc., actsas the Debtors' financial advisor. Blank Rome LLP serves as theDebtors' special counsel.

CPI CORP: Trustee Gets Green Light for Chapter 7 Auction--------------------------------------------------------Matt Chiappardi of BankruptcyLaw360 reported that a Delawarebankruptcy judge gave the green light for photography portraitstudio operator CPI Corp.'s Chapter 7 trustee to hire a logisticsfirm to gather its equipment from more than 2,000 locations andsell it in a liquidation auction with a $3.3 million stalkinghorse.

According to the report, the sale plan includes the stalking horsebid from Lifetouch Portrait Studios Inc., and CPI also obtained apost-petition loan from Bank of America to pay LogisticsInternational LLC $1.5 million to go to Sears, Toys R Us, Walmart,among others.

About CPI Corp.

CPI Corp., an operator of 2,700 photo studios, filed a petition onMay 1, 2013, to liquidate in Chapter 7 (Bankr. D. Del. Case No.13-11158) where a trustee was appointed immediately to liquidatethe assets.

The last balance sheet for November 2012 had assets of $56.2million and liabilities of $174.8 million. The bankruptcypetition listed liabilities for the parent company of $135million, including secured claims totaling $99.4 million.

On April 15, 2013, three of the Company's Canadian subsidiaries,CPI Corp., an unlimited liability company organized under the lawsof Nova Scotia, CPI Portrait Studios of Canada Corp., an unlimitedliability company organized under the laws of Nova Scotia, and CPICanadian Images, an Ontario partnership, were subject to an orderby the Superior Court of Justice in the Province of Ontariopursuant to Section 243(1) of the Bankruptcy and Insolvency Act,R.S.C. 1985, cB-3, as amended and Section 101 of the Courts ofJustice Act, R.S.O. 1990, C.C.43, as amended, in which Duff &Phelps Canada Restructuring Inc. was appointed as receiver andreceiver and manager without security of all of the assets,undertakings and properties of such Canadian subsidiaries,acquired for, or used in relation to a business carried on bythose Canadian subsidiaries, including all proceeds thereof. TheCourt File No. is 13-10069-00CL.

CPG INTERNATIONAL: S&P Revises Outlook to Stable & Affirms 'B' CCR------------------------------------------------------------------Standard & Poor's Ratings Services said revised its outlook onScranton, Pa.-based building products producer CPG InternationalInc. (CPG) to stable from negative. At the same time, S&Paffirmed the ratings on CPG, including the 'B' corporate creditrating.

"Our rating on CPG reflects our view of the company's "weak"business risk profile. A large concentration of the company'sproducts are tied to highly-cyclical construction and remodelingactivity, and exposure to raw material costs including compositeresins, which can exhibit volatility. Still, we acknowledge thatthe company weathered the sharp U.S. downturn in constructionrelatively well and we expect it to generate free cash flow asthese markets recover. In addition, the company strengthened itsmarket share in the composite decking and railing markets with itsacquisition of TimberTech last year," S&P noted.

The stable outlook reflects S&P's assessment of the company'ssuccessful integration of competitor TimberTech, which shouldcontribute to higher EBITDA in 2013 and 2014, such that leveragewill be in the 5x to 6x range. The outlook also reflects S&P'sexpectation that the company will maintain its adequate liquidityposition.

An upgrade during the next 12 months would most likely becontingent on a successful public offering that dropped leveragebelow 5x and sharply reduced CPG's private equity ownership andcontrol. The likelihood of such an event is indeterminate at thistime.

S&P would lower its rating on CPG if the company were to use asubstantial amount of its committed revolving borrowing capacityto fund large acquisitions, such that S&P no longer viewedliquidity to be adequate.

CPG manufactures various composite building products forresidential and commercial applications. Its largest segmentsinclude composite exterior decking, railing, and trim, as well aslockers and bathroom partitions.

CROSS BORDER RESOURCES: Reports $1.8-Mil. Net Income in 1st Qtr.----------------------------------------------------------------Cross Border Resources, Inc., filed its quarterly report on Form10-Q, reporting net income of $1.8 million on $3.3 million ofrevenues for the three months ended March 31, 2013, compared withnet income of $727,649 on $3.6 million of revenues for the sameperiod last year.

Other income was $543,091 for the quarter ended March 31, 2013, ascompared to expenses of $761,746 for the quarter ended March 31,2012. "The increase in income is due to non-cash gains onsettlement of debt and a decrease in loss on derivativescontracts."

The Company's balance sheet at March 31, 2013, showed$39.1 million in total assets, $20.9 million in total liabilities,and stockholders' equity of $18.2 million.

"At March 31, 2013, the Company had a working capital deficit of$1,777,987 and outstanding debt of $10,900,000. The accompanyingfinancial statements do not include any adjustments to reflect thepossible future effects on the recoverability and classificationof assets or the amounts and classifications of liabilities thatmay result from the possible inability of the Company to continueas a going concern."

Dallas-based Cross Border Resources, Inc., is an independentnatural gas and oil company engaged in the exploration,development, exploitation, and acquisition of natural gas and oilreserves in North America. The Company's primary area of focus isthe State of New Mexico, particularly southeastern New Mexico. TheCompany has two wholly-owned subsidiaries, which are inactive:Doral West Corporation and Pure Energy Operating, Inc.

* * *

Darilek Butler & Associates, PLLC, in San Antonio, Texas,expressed substantial doubt about Cross Border's ability tocontinue as a going concern, following their audit of theCompany's financial statements for the year ended Dec. 31, 2012,citing the Company's significant operating losses and negativeworking capital.

According to the report, the law firm said that the purportedfinancial injury -- a failure to properly execute a loan agreementby Choate Hall that left Custom Cable saddled with debt --occurred to Custom Cable and not HWI.

On March 12, 2013, the Court entered an order vacating theFeb. 28, 2013, order for relief in involuntary Chapter 11 case.

The Court has consolidated the involuntary Chapter 11 case for allpurposes with the voluntary case of William F. Snafnacker.

The U.S. Trustee for Region 21 has informed the Bankruptcy Courtthat until further notice, it will not appoint a committee ofcreditors in the Chapter 11 case of Dames Point Holdings becauseof an insufficient number of unsecured creditors willing or ableto serve on an unsecured creditors committee.

The Debtor did not file a list of its largest unsecured creditorstogether with its petition.

The petition was signed by Catherine A. Peila, executive director.

DETROIT, MI: State Treasurer on Possible Bankruptcy---------------------------------------------------Matt Helms and Kathleen Gray, writing for The Detroit Free Press,reported that State Treasurer Andy Dillon said he believesDetroit's turnaround is building momentum and the city will be inbetter shape once emergency manager Kevyn Orr completes histenure.

But it's clear that a municipal bankruptcy is possible, and Dillonsaid that if it happens, it must be well-planned to avoid pitfallsthat have left cities such as Stockton and Vallejo, Calif.,struggling to provide services despite Chapter 9 filings,according to the report. Acknowledging the public uproar over thevulnerability of the Detroit Institute of Arts' assets in apossible Detroit bankruptcy, the aim, he said, would be ensuringthat a Detroit bankruptcy "is not a failed transaction," Dillonsaid.

"I think we're ready to go either way," Dillon said during a paneldiscussion on Detroit's future at the Mackinac Policy Conference,the report related.

Orr's focus as emergency manager is on "going right at the heartof the problem of restructuring" a city that did not adjust as itspopulation shrank and its tax revenues declined to disastrouslevels, Dillon said, the report further related.

"There's no nibbling on the edges here," he said.

DEWEY & LEBOEUF: Settlement With XL, Davis Approved by Court------------------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that Dewey & LeBoeuf LLP, the defunct law firm, receivedcourt approval last week for a settlement where XL SpecialtyInsurance Co. will pay $19 million and the firm's former ChairmanSteven Davis chips in a note for $511,000. In return, XL andDavis receive waivers of claims that could have been brought bythe law firm.

The report recounts that the firm's liquidating Chapter 11 planwas approved in February. Stephen DiCarmine, the former executivedirector, and Joel Sanders, Dewey's former chief financialofficer, were left out of the settlement and unsuccessfullyobjected to approval.

In his approval order, U.S. Bankruptcy Judge Martin Glenn foundthat the settlement was negotiated in good faith, at arm's length,with aid of a mediator. Judge Glenn is allowing XL to deduct thepayment from the insurance company's liability under the policy.

About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.Case No. 12-12321) to complete the wind-down of its operations.The firm had struggled with high debt and partner defections.Dewey disclosed debt of $245 million and assets of $193 million inits chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-based, law firm that traced its roots to the 2007 merger of DeweyBallantine LLP -- originally founded in 1909 as Root, Clark & Bird-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in1929. In recent years, more than 1,400 lawyers worked at the firmin numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyersin 25 offices across the globe. When it filed for bankruptcy,only 150 employees were left to complete the wind-down of thebusiness.

Dewey's offices in Hong Kong and Beijing are being wound down.The partners of the separate partnership in England are in processof winding down the business in London and Paris, andadministration proceedings in England were commenced May 28. Alllawyers in the Madrid and Brussels offices have departed. Nearlyall of the lawyers and staff of the Frankfurt office havedeparted, and the remaining personnel are preparing for theclosure. The firm's office in Sao Paulo, Brazil, is beingprepared for closure and the liquidation of the firm's localaffiliate. The partners of the firm in the Johannesburg office,South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,was sold to the firm of Greenberg Traurig PA on May 11 for$6 million. The Pension Benefit Guaranty Corp. took $2 million ofthe proceeds as part of a settlement.

The U.S. Trustee formed two committees -- one to representunsecured creditors and the second to represent former Deweypartners. The creditors committee hired Brown Rudnick LLP led byEdward S. Weisfelner, Esq., as counsel. The Former Partners hiredTracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &Winters, LLP, as counsel.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanyingDisclosure Statement on Nov. 21, 2012. It filed amended plandocuments on Dec. 31, in an attempt to address objections lodgedby various parties. A second iteration was filed Jan. 7, 2013.The plan is based on a proposed settlement between secured lendersand Dewey's official unsecured creditors' committee, as well as asettlement with former partners.

According to the Bloomberg report, in a statement on March, thecompany said a state court in Houston barred an opposing factionfrom representing that anyone other than Smith is the company'sCEO. The state court entered a temporary injunction barring othergroup from making regulatory filings, public statement for thecompany, or representing themselves to be the company's officersand directors, according to the same statement.

According to the report the involuntary petition filed by LakeAvenue Capital LLC describes how Direct Access owned a broker-dealer. After the arrests, the Securities and Exchange Commissionfiled a civil suit alleging the broker was involved in a kickbackscheme "involving more than $66 million in illegal profits andbribes."

The Bloomberg report discloses that the broker ceased operations,according to Lake Avenue. Lake Avenue wants the bankruptcy courtin Manhattan to appoint a trustee at a hearing on June 3, evenbefore Direct Access is officially in bankruptcy. A call toDirect Access for comment on the filing wasn't returned.

DUCOMMUN INC: S&P Raises Rating on $60MM Revolver Debt to 'BB'--------------------------------------------------------------Standard & Poor's Ratings Services said that it affirmed its 'B+'corporate credit rating on Ducommun Inc. The outlook is stable.At the same time, S&P raised the rating on the company's securedcredit facility, which consists of a $60 million revolver and anoriginally $190 million term loan ($155 million as of March 30,2013), to 'BB' from 'BB-'. S&P revised the recovery rating onthis debt to '1' from '2', reflecting expectations of very high(90%-100%) recovery in the event of a payment default. S&P alsoaffirmed the 'B-' issue rating on the company's $200 millionunsecured notes. The '6' recovery is unchanged and reflectsexpectations of negligible (0%-10%) recovery.

S&P expects debt to EBITDA to fall below 4.5x and funds fromoperations (FFO) to debt to improve to more than 15% in the next12 months as the strong commercial aircraft market, improvingmargins, and debt reduction offset lower projected U.S. defensespending and weakness in the industrial and natural resourcesegments. Ducommun acquired LaBarge in June 2011 for about$340 million, which it funded from internally generated cash,senior notes, and a new credit facility. The acquisition weakenedcredit metrics, but they have since improved because of theearnings contributions from LaBarge and about $35 million of debtreduction. S&P do not expect the company to make further materialdebt-financed acquisitions until it reduces its leverage.

S&P expects revenues to grow only modestly for the next few yearsas Boeing Co. and Airbus SAS increase production on most models tobring down huge order backlogs, offsetting weaker military demandbecause of pressures on the U.S. defense budget and weakness inits industrial and natural resource segment. S&P expects defensespending (about 51% of sales) to stay under pressure and demandfrom the regional and general aviation markets to remain weak, butprospects for commercial aerospace (27%) will likely continue tobe strong as Boeing and Airbus increase production rates on mostmodels. The other end markets (22%) have good long-term growthprospects but are more cyclical than defense, and Ducommun doesn'thave experience operating in these markets.

S&P expects the company's EBITDA margins to be about 12%--in linewith most aerospace and defense suppliers, with some modestimprovement possible because of higher volumes and efforts toreduce costs and improve operating efficiency. The top commercialaerospace programs are the Boeing 737 and 777, both popularjetliners that are increasing production. The top defenseprograms include a mix of military helicopter, missile, and radarprograms with good near-term prospects, as well as some programsthat will likely be ending in the next few years, such as the C-17cargo plane.

The outlook is stable. S&P expects the company's revenue andearnings to benefit from strong demand in the commercial aerospacesegment, offset by U.S. defense spending cuts and weaker non-aerospace and defense revenues. Further, S&P believes Ducommun'suse of free cash flow to reduce debt should enable it to maintaincredit protection measures that are appropriate for the rating,with gradual improvement likely over the next 12-24 months.

S&P do not expect to raise its ratings on Ducommun over the nextyear, but it could do so if earnings and cash flows increase morethan it expects, resulting in debt to EBITDA below 3.5x and FFO todebt above 20%.

A downgrade is unlikely in the next 12 months, but S&P could lowerthe ratings if the company makes additional debt-financedacquisition and if weakness continues in key markets, or if anysignificant, adverse changes in U.S. defense spending prioritieslead to FFO to total debt consistently less than 10% and debt toEBITDA increasing more than 5x.

According to the report, Viento owns all or part of three wind-power project. The existing loan, from Portigon AG, New YorkBranch, includes a $227 million term loan and a $5.2 millionworking capital facility. Currently, $191.4 million isoutstanding on the term loan. At a June 19 hearing in U.S.Bankruptcy Court in Chicago, EME will ask the court's permissionto take down replacement financing with new lenders as yet notidentified.

The report notes that the new loan would include a $211 millionterm loan and an $8.5 million working capital facility. When thenew loan is drawn, Viento will funnel $20 million to EME. Vientowill be able to service the loan from its own income, court paperssay. Unlike the existing loan, the new facility will allow Vientoto provide further monies to EME in the future, and EME'sbankruptcy will no longer be an event of default on Viento's loan.

About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holdingcompany whose subsidiaries and affiliates are engaged in thebusiness of developing, acquiring, owning or leasing, operatingand selling energy and capacity from independent power productionfacilities. EME also engages in hedging and energy tradingactivities in power markets through its subsidiary Edison MissionMarketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of EdisonInternational. Edison International also owns Southern CaliforniaEdison Company, one of the largest electric utilities in theUnited States.

EME has reached an agreement with the holders of a majority ofEME's $3.7 billion of outstanding public indebtedness and itsparent company, Edison International EIX, that, pursuant to a planof reorganization and pending court approval, would transitionEdison International's equity interest to EME's creditors, retireexisting public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed$8.17 billion in total assets, $6.68 billion in total liabilitiesand $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets ofassets of $5,721,559,170 and total liabilities of $6,202,215,094as of the Petition Date.

An official committee of unsecured creditors has been appointed inthe case and is represented by the law firms Akin Gump and PerkinsCoie. The Committee also has tapped Blackstone Advisory Partnersas investment banker and FTI Consulting as financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until December2014 to receive benefits from a tax-sharing agreement with parentEdison International Inc.

ELCOM HOTEL: Hiring of Manager, Professionals Approved------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of Floridaauthorized Elcom Hotel & Spa LLC, et al., to employ Brad Hayden ofThe Benchmark Management Company as management company of ElcomHotel's spa, restaurant, hotel units, and common areas located atwhat is known as One Bal Harbour, which is operated as a five-starresort.

Benchmark will, among other things,:

a. supervise and direct the management and operations of the Hotel and the Shared Facilities;

b. employ all employees working in or about the Hotel and the Shared Facilities; and

c. hire, train, promote, discharge and supervise the work of the management staff (i.e., general manager, assistant managers and department heads) of the Hotel and supervise through said management staff the recruiting, hiring, promoting, discharging and work of all other operating and service employees performing services in or about the Hotel and the Shared Facilities.

Benchmark has agreed to perform the services at the ordinary andusual monthly rate of 3 percent of hotel revenues for servicesrendered with respect to management and operation of the Hotel and$15,000 per calendar month for services rendered with respect tomanagement and operation of the Shared Facilities.

The Bankruptcy Court also authorized the Debtors to employ BarryE. Mukamal and Marcum, LLP as accountants and financial Advisors.The hourly rates for Marcum professionals range from $145 to$475 and the rates for para-professionals range from $75 to $135.

Moreover, the bankruptcy judge authorized the Debtors to employPaul D. Breitner as special litigation counsel.

The Debtors also obtained approval to enter into an agreement withPistorino & Alam, Consulting Engineers, Inc. P&A is authorized toperform the engineering services for Elcom Hotel.

According to the Debtors, the exterior of the property is in needof painting and waterproofing. 10295 Collins Avenue, ResidentialCondominium Association, Inc. and 10295 Collins Avenue, HotelCondominium Association, Inc., have requested that the project begiven priority by Elcom Hotel.

Elcom Condominium owns nine of the hotel condominium units at theOne Bal Harbor Resort & Spa. The resort is located on five acresof land in Bal Harbor, Florida. The building and improvementsconsist of 185 luxury residential condominium units and 124 hotelcondominium units. Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than$50 million. The Debtor owes OBH Funding, LLC, $1.8 million ona mortgage and F9 Properties, LLC, formerly known as ANO, LLC,$9 million on a mezzanine loan secured by a lien on the ownershipinterests in the project's owner. OBH Funding and ANO are ownedby Thomas D. Sullivan, the manager of the Debtors.

The United States Trustee has said it will not appoint an officialcommittee of unsecured creditors for Elcom Hotel pursuant to11 U.S.C. Section 1102 until further notice.

ENERGYSOLUTIONS INC: Terminates Offerings Under Plans-----------------------------------------------------EnergySolutions, Inc., filed with the Securities and ExchangeCommission:

(1) Registration Statement No. 333-147404 filed on Nov. 15, 2007, pertaining to the offering by the Company of up to 10,440,000 shares of the Company's common stock, par value $0.01 per share, under the EnergySolutions, Inc., 2007 Equity Incentive Plan; and

(2) Registration Statement No. 333-182773 filed on July 20, 2012, pertaining to the offering by the Company of up to 2,000,000 shares of Common Stock under the EnergySolutions, LLC 401(k) Profit Sharing Plan.

On May 24, 2013, pursuant to the Agreement and Plan of Merger,dated as of Jan. 7, 2013, as amended on April 5, 2013, by andamong Rockwell Holdco, Inc., Rockwell Acquisition Corp., and theCompany, Merger Sub merged with and into the Company with theCompany surviving as a wholly owned subsidiary of Parent.

In connection with the transactions contemplated by the MergerAgreement, the offering of the Company's securities pursuant tothe Registration Statements has been terminated as of May 24,2013.

EnergySolutions reported net income of $3.92 million in 2012, ascompared with a net loss of $193.64 million in 2011. TheCompany's balance sheet at March 31, 2013, showed$2.61 billion in total assets, $2.33 billion in total liabilities,and $282.78 million in total stockholders' equity.

Bankruptcy Warning

"Our senior secured credit facility contains financial covenantsrequiring us to maintain specified maximum leverage and minimumcash interest coverage ratios. The results of our futureoperations may not allow us to meet these covenants, or mayrequire that we take action to reduce our debt or to act in amanner contrary to our business objectives.

"Our failure to comply with obligations under our senior securedcredit facility, including satisfaction of the financial ratios,would result in an event of default under the facilities. Adefault, if not cured or waived, would prohibit us from obtainingfurther loans under our senior secured credit facility and permitthe lenders thereunder to accelerate payment of their loans andnot renew the letters of credit which support our bondingobligations. If we are not current in our bonding obligations, wemay be in breach of our contracts with our customers, whichgenerally require bonding. In addition, we would be unable to bidor be awarded new contracts that required bonding. If our debt isaccelerated, we currently would not have funds available to paythe accelerated debt and may not have the ability to refinance theaccelerated debt on terms favorable to us or at all particularlyin light of the tightening of lending standards as a result of theongoing financial crisis. If we could not repay or refinance theaccelerated debt, we would be insolvent and could seek to file forbankruptcy protection. Any such default, acceleration orinsolvency would likely have a material adverse effect on themarket value of our common stock," the Company said in its annualreport for the year ended Dec. 31, 2012.

* * *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &Poor's Ratings Services placed its ratings, including its 'B'corporate credit rating, on EnergySolutions on CreditWatch withdeveloping implications.

"The CreditWatch placement follows EnergySolutions' announcementthat it has entered into a definitive agreement to be acquired bya subsidiary of Energy Capital Partners II," said Standard &Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with othersuitors, which may include other financial sponsors or strategicbuyers.

ENDEAVOUR INTERNATIONAL: Eliminates Classified Board Structure--------------------------------------------------------------The board of directors of Endeavour International Corporationapproved an amendment to the Amended and Restated Bylaws of theCompany. The Amendment eliminates the classified structure of theBoard over a period of three years.

Specifically, the Amendment provides that effective at theCompany's annual meeting of stockholders in 2014, 2015 and 2016,the Class I, Class II and Class III classifications, respectively,of the Board will terminate. Upon termination of each of thethree Classes, each of the directors whose Class has terminatedmay be elected to serve as a director on an annual basis. Upontermination of all three classes of directors, the entire Boardwill be elected annually. Each current director will continue asa director of the Class of which he or she is a member until theexpiration of his or her current term or until his or her earlierdeath, resignation, retirement, disqualification or removal inaccordance with the provisions of the Bylaws.

Houston-based Endeavour International Corporation (NYSE: END)(LSE: ENDV) is an oil and gas exploration and production companyfocused on the acquisition, exploration and development of energyreserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net lossof $126.22 million on $219.05 million of revenue, as compared witha net loss of $130.99 million on $60.09 million of revenue duringthe prior year. The Company's balance sheet at March 31, 2013,showed $1.50 billion in total assets, $1.36 billion in totalliabilities, $43.70 million in series C preferred stock, and$90.30 million in total stockholders' equity.

* * *

As reported by the TCR on March 5, 2013, Moody's Investors Servicedowngraded Endeavour International Corporation's Corporate FamilyRating to Caa3 from Caa1. Endeavour's Caa3 CFR reflects its weakliquidity, small production and proved reserve scale, geographicconcentration and the uncertainties regarding its futureperformance given the inherent execution risks related to itsoffshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor'sRatings Services lowered its corporate credit rating on Houston,Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'from 'B-'. The rating action reflects S&P's expectation thatEndeavour could have insufficient liquidity to meet its needs dueto the delay in production from its Rochelle development.

ENVIRONMETAL SOLUTIONS: Incurs $631K Net Loss in First Quarter--------------------------------------------------------------Environmental Solutions Worldwide, Inc., filed its quarterlyreport on Form 10-Q, reporting a net loss of $630,685 on$1.5 million of revenue for the three months ended March 31, 2013,compared with a net loss of $426,071 on $2.5 million of revenuefor the same period last year.

The Company's balance sheet at March 31, 2013, showed$6.2 million in total assets, $3.7 million in total liabilities,and stockholders' equity of $2.5 million.

According to the regulatory filing, the Company has sustainedrecurring operating losses. "As of March 31, 2013, the Companyhad an accumulated deficit of $55,141,063 and cash and cashequivalents of $1,572,441. During the last two fiscal years therewere significant changes made to ESW's business. These changes inoperations, the relocation of the Company's operations, and thecurrent prevailing economic conditions all create uncertainty inthe operating results and, accordingly, there is no assurance thatthe Company will be successful in generating sufficient cash flowfrom operations or achieving profitability in the near future. Asa result, there is substantial doubt regarding the Company'sability to continue as a going concern."

Montgomerville, Pa.-based Environmental Solutions Worldwide, Inc.,through its wholly-owned subsidiaries is engaged in the design,development, manufacturing and sales of emissions controltechnologies. ESW also provides emissions testing andenvironmental certification services with its primary focus on theNorth American on-road and off-road diesel engine, chassis andafter-treatment market. ESW currently manufactures and markets aline of catalytic emission control and enabling technologies for anumber of applications focused on the retrofit market.

EVERGREEN OIL: Wants to Hire Buxbaum HCS as Financial Advisor-------------------------------------------------------------Evergreen Oil, Inc., asked the U.S. Bankruptcy Court for theCentral District of California for permission to employ BuxbaumHCS, LLC as financial advisor.

The Debtors, with the assistance of their proposed exclusiveinvestment banker, Cappello Capital Corp., intend to market andsell EEHI's stock in EOI, or, subject to certain conditions, allor substantially all of EOI's operating assets to a qualifiedbuyer. The proceeds of the sale of EEHI's stock in EOI will thenbe used to repay EOI's creditors.

Buxbaum will, among other things:

a. assist the Debtors with the preparation of their schedules of assets and liabilities and statements of financial affairs;

b. prepare financial reports and other documents required by the Office of the U.S. Trustee, including, without limitation, monthly operating reports and disbursement reports; and

c. assist the Debtors and their staff in compiling due diligence materials in connection with the marketing and sale of the assets;

James L. Buxbaum, a chief executive officer of Buxbaum, tells theCourt that the Debtors proposes to pay Buxbaum a postpetition"evergreen" retainer of $25,000, which will be maintained duringthe period that Buxbaum is providing services to the Debtors andtheir estates. The Debtors will also make weekly payments toBuxbaum for services rendered during the preceeding week(s), inaccordance with the budget approved by the DIP Lender and theCourt. Buxbaum will be permitted to draw down from the retainerto pay for services rendered to the Debtors.

Anthony Fidaleo and Clegg Porter will be the professionalsprimarily responsible for providing financial advisory services tothe Debtors. The hourly rates for both Mr. Fidaleo and Mr. Porteris $175.

Mr. Buxbaum assures the Court that Buxbaum is a "disinterestedperson" as that term is defined in Section 101(14) of theBankruptcy Code.

About Evergreen Oil

Headquartered in Irvine, California, with facilities located inNewark and Carson, California, Evergreen Oil Inc. is one of thelargest waste oil collectors in California, and the only oilre-refining operation in California. Founded in 1984, EOI is alsoa major provider of hazardous waste services, offering customersacross California a full range of environmental services to handleall of their waste management needs.

The Debtors each estimated assets and debts of $50 million to$100 million. According to the docket, the formal schedules ofassets and liabilities are due April 23, 2013.

EXCEL MARITIME: Non-Filing of Form 20-F Prompts NYSE Notice-----------------------------------------------------------Excel Maritime Carriers Ltd. received a letter from NYSE onMay 16, 2013, notifying the Company that it is currently not incompliance with Rule 802.01E of the NYSE Listed Company Manualbecause it had not filed its annual report on Form 20-F for theperiod ended Dec. 31, 2012, in a timely manner. Under the NYSErules, the Company has until Nov. 15, 2013, to file its annualreport on Form 20-F, subject to continuing oversight andmonitoring by the NYSE. As previously announced, the Company hasnot filed its Form 20-F due to ongoing restructuring discussionswith its lenders as well as investors and strategic parties.

About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportationservices for dry bulk cargoes, such as iron ore, coal and grains,as well as bauxite, fertilizers and steel products. Excel owns afleet of 40 vessels and, together with 7 Panamax vessels underbareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,21 Panamax, 2 Supramax and 5 Handymax vessels) with a totalcarrying capacity of approximately 3.9 million DWT. Excel Class Acommon shares have been listed since Sept. 15, 2005, on the NewYork Stock Exchange (NYSE) under the symbol EXM and, prior to thatdate, were listed on the American Stock Exchange (AMEX) since1998.

FAIRWEST ENERGY: Alberta Court Extends CCAA Stay Until July 3-------------------------------------------------------------FairWest Energy Corporation on May 31 disclosed that an Order wasobtained on May 28, 2013 from the Court of Queen's Bench ofAlberta extending the stay of proceedings granted to FairWestunder the Companies' Creditors Arrangement Act to July 3, 2013.

The May 28 Order also provides for an increase in maximum amountavailable under the debtor-in-possession financing facility withSupreme Group Inc. to $1,765,000.

FairWest also disclosed on May 31 that its board of directors haveresigned. As a result of the resignation of the directors, theMay 28 Order grants PricewaterhouseCoopers Inc., the court-appointed monitor of FairWest with additional powers to, amongother things, select the successful bid from amongst the bidssubmitted pursuant to the Sale and Investment Solicitation Processset out by Order of the Court dated March 19, 2013 and oversee anddirect the completion of the transaction contemplated by thesuccessful bid.

FairWest also disclosed that Doug McNichol has resigned asPresident and Chief Operating Officer of FairWest. FairWestthanks Mr. McNichol for his service and contribution to FairWest,particularly during the CCAA proceedings and wishes him all thebest in his future endeavours. In addition, Marion Mackie hasresigned as Chief Financial Officer of FairWest, however, pursuantto the May 28 Order, Mrs. Mackie has been appointed as the ChiefRestructuring Officer for FairWest. The CRO is authorized tooperate and carry on the business of FairWest during the CCAAproceedings.

About FairWest Energy

FairWest is a Calgary, Alberta based junior oil and gas companyengaged in the acquisition, exploration, development andproduction of crude oil, natural gas and natural gas liquids inthe provinces of Alberta and Saskatchewan.

FairWest an Initial Order on Dec. 12, 2012 from the Court ofQueen's Bench of Alberta granting relief to FairWest under theCompanies' Creditors Arrangement Act ("CCAA") and appointingPricewaterhouseCoopers Inc. as the monitor.

The affirmation follows both FNF's recent announcement that itplans to acquire Lender Processing Services, Inc. (LPS) for $2.9billion, as well as Fitch's periodic annual review of FNF'sratings. FNF plans on financing the acquisition, which is expectedto close in fourth quarter 2013, with approximately 50% commonequity and 50% debt.

As of March 31, 2013 FNF reported financial leverage of 22% andtangible financial leverage, which excludes goodwill from equity,of 33%. On a proforma basis, financial and tangible financialleverage increase to 33% and 67%, respectively. Although Fitchbelieves that FNF will actively seek to reduce financial leveragecloser to FNF's stated long term target of 25% the additionalgoodwill the LPS transaction generates significantly alters thequality of capital.

Fitch maintains its concern about FNF's aggressive capitalmanagement strategy based on its willingness to periodically leverup the balance sheet to fund acquisitions, which Fitch views as alimiting factor to the company's rating. While FNF has beensuccessful to date in most of its acquisitions, past success doesnot guarantee future success.

Offsetting some of the integration risk tied to the LPSacquisition is the fact LPS was formerly owned and spun off byFNF. If properly executed this transaction will diversify earningsand be an additional source of cash flow.

FNF's title insurance subsidiaries have sustained profitabilityduring the current difficult economic conditions, and havematerially improved their capital positions. Fitch estimates thatFNF's Risk Adjusted Capital (RAC) score for year end 2012 to be161% a significant improvement from prior year's score of 111%.The improvement is attributable mainly to a 52% increase instatutory surplus.

Most of Fidelity's improved surplus in 2012 was derived fromearnings. However, accounting changes and deferred tax assetsaccounted for approximately 20 percentage points of the RAC scoreimprovement. Additionally, Fitch adjusted Fidelity's statedsurplus by $65 million after tax to reflect its view of thecompany's statutory reserve redundancy, which accounted for 10percentage points of its RAC score. No such benefit was recognizedin the prior year.

FNF has a dominant position in title insurance accounting forapproximately 33% of the U.S. title insurance market. This scalecoupled with an aggressive cost management focus has allowed FNFto be one of the most profitable title insurance companies. Forfull year 2012, FNF reported a GAAP combined ratio of 89.2% and aconsolidated GAAP pretax margin of 9.4%.

For first quarter 2013 FNF reported a consolidated GAAP pretaxoperating margin of 6.9% down from first quarter of 2012 whichreported an 8.5%. However, from a title insurance perspective FNFreported a pretax operating profit of $171 million or a 12.3%margin, the strongest first quarter since 2004.

-- $400 million 5.5% senior note maturing September 1, 2022 at 'BB+'-- Four year $800 million unsecured revolving bank line of credit due April 16, 2016 at 'BB+'.

Fidelity National Title Ins. Co.Alamo Title Insurance Co. of TXChicago Title Ins. Co.Commonwealth Land Title Insurance Co.

-- IFS ratings at 'BBB+'.

FORESIGHT ENERGY: S&P Revises Outlook to Pos. & Affirms 'B' CCR---------------------------------------------------------------Standard & Poor's Ratings Services said that it revised itsoutlook on St. Louis-based Foresight Energy LLC to positive fromstable. At the same time, S&P affirmed all existing ratings,including its 'B' corporate credit rating, on the company.

The positive outlook reflects S&P's view that Foresight should beable to sustain its improved operating performance and maintainits financial performance based on S&P's assumption that it willsell about 20 million tons of coal in 2013 and about 25 milliontons in 2014 at between $40 and $45 per ton, net oftransportation, while maintaining costs of $20 to $25 per ton.This reflects S&P's view that domestic coal markets are graduallyimproving, allowing the company to sell at the anticipated prices.

S&P could raise the ratings if coal markets improve and thecompany is able to meet the expected levels of sales andproduction and maintains its trend of improving credit metrics,specifically debt to EBITDA, as adjusted, below 4x and FFO tototal debt greater than 20%.

S&P could lower the ratings if coal markets deteriorate further,causing the company to have difficulty in finding customers forits coal and average prices to drop below $40 per ton, which couldinhibit cash flow and lead to tighter liquidity. S&P ascribes alower probability to this scenario.

FREESEAS INC: Issues 200,000 Add'l Settlement Shares to Hanover---------------------------------------------------------------The Supreme Court of the State of New York, County of New York,entered an order approving, among other things, the fairness ofthe terms and conditions of an exchange pursuant to Section3(a)(10) of the Securities Act of 1933, as amended, in accordancewith a stipulation of settlement between FreeSeas Inc., andHanover Holdings I, LLC, in the matter entitled Hanover HoldingsI, LLC v. FreeSeas Inc., Case No. 153183/2013. Hanover commencedthe Action against the Company on April 8, 2013, to recover anaggregate of $1,792,416 of past-due accounts payable of theCompany, plus fees and costs. The Order provides for the full andfinal settlement of the Claim and the Action. The SettlementAgreement became effective and binding upon the Company andHanover upon execution of the Order by the Court on April 17,2013.

Pursuant to the terms of the Settlement Agreement approved by theOrder, on April 17, 2013, the Company issued and delivered toHanover 560,000 shares of the Company's common stock, $0.001 parvalue, and, as previously reported, between April 22, 2013, andMay 16, 2013, the Company issued and delivered to Hanover anaggregate of 2,060,000 Additional Settlement Shares.

The Settlement Agreement provides that the Initial SettlementShares will be subject to adjustment on the trading dayimmediately following the Calculation Period to reflect theintention of the parties that the total number of shares of CommonStock to be issued to Hanover pursuant to the Settlement Agreementbe based upon a specified discount to the trading volume weightedaverage price of the Common Stock for a specified period of timesubsequent to the Court's entry of the Order.

The Settlement Agreement provides that in no event will the numberof shares of Common Stock issued to Hanover or its designee inconnection with the Settlement Agreement, when aggregated with allother shares of Common Stock then beneficially owned by Hanoverand its affiliates, result in the beneficial ownership by Hanoverand its affiliates at any time of more than 9.99 percent of theCommon Stock.

Since the issuance of the Initial Settlement Shares and AdditionalSettlement Shares, on May 22, 2013, Hanover demonstrated to theCompany's satisfaction that it was entitled to receive 200,000Additional Settlement Shares based on the adjustment formuladescribed above, and that the issuance of such AdditionalSettlement Shares to Hanover would not result in Hanover exceedingthe beneficial ownership limitation. Accordingly, on May 22,2013, the Company issued and delivered to Hanover 200,000Additional Settlement Shares pursuant to the terms of theSettlement Agreement approved by the Order.

About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known asAdventure Holdings S.A., was incorporated in the Marshall Islandson April 23, 2004, for the purpose of being the ultimate holdingcompany of ship-owning companies. The management of FreeSeas'vessels is performed by Free Bulkers S.A., a Marshall Islandscompany that is controlled by Ion G. Varouxakis, the Company'sChairman, President and CEO, and one of the Company's principalshareholders.

The Company's fleet consists of six Handysize vessels and oneHandymax vessel that carry a variety of drybulk commodities,including iron ore, grain and coal, which are referred to as"major bulks," as well as bauxite, phosphate, fertilizers, steelproducts, cement, sugar and rice, or "minor bulks." As of Oct.12, 2012, the aggregate dwt of the Company's operational fleet isapproximately 197,200 dwt and the average age of its fleet is 15years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a netloss of US$88.19 million in 2011, and a net loss of US$21.82million in 2010. The Company's balance sheet at Dec. 31, 2012,showed US$114.35 million in total assets, $106.55 million intotal liabilities and US$7.80 million in total shareholders'equity.

RBSM LLP, in New York, issued a "going concern" qualification onthe consolidated financial statements for the year ended Dec. 31,2012. The independent auditors noted that the Company hasincurred recurring operating losses and has a working capitaldeficiency. In addition, the Company has failed to meetscheduled payment obligations under its loan facilities and hasnot complied with certain covenants included in its loanagreements. It has also failed to make required payments toDeutsche Bank Nederland as agreed to in its Sept. 7, 2012,amended and restated facility agreement and received notices ofdefault from First Business Bank. Furthermore, the vast majorityof the Company's assets are considered to be highly illiquid andif the Company were forced to liquidate, the amount realized bythe Company could be substantially lower that the carrying valueof these assets. These conditions among others raise substantialdoubt about the Company's ability to continue as a going concern.

FREESEAS INC: Issues 594 Final Settlement Shares to Hanover-----------------------------------------------------------The Supreme Court of the State of New York, County of New York,entered an order on April 17, 2013, approving, among other things,the fairness of the terms and conditions of an exchange pursuantto Section 3(a)(10) of the Securities Act of 1933, as amended, inaccordance with a stipulation of settlement between FreeSeas Inc.,and Hanover Holdings I, LLC, in the matter entitled HanoverHoldings I, LLC v. FreeSeas Inc., Case No. 153183/2013. Hanovercommenced the Action against the Company on April 8, 2013, torecover an aggregate of $1,792,416 of past-due accounts payable ofthe Company, plus fees and costs. The Order provides for the fulland final settlement of the Claim and the Action. The SettlementAgreement became effective and binding upon the Company andHanover upon execution of the Order by the Court on April 17,2013.

Pursuant to the terms of the Settlement Agreement approved by theOrder, on April 17, 2013, the Company issued and delivered toHanover 560,000 shares of the Company's common stock, $0.001 parvalue, and, as previously reported, between April 22, 2013, andMay 22, 2013, the Company issued and delivered to Hanover anaggregate of 2,260,000 Additional Settlement Shares.

The Settlement Agreement provides that the Initial SettlementShares will be subject to adjustment on the trading dayimmediately following the Calculation Period to reflect theintention of the parties that the total number of shares of CommonStock to be issued to Hanover pursuant to the Settlement Agreementbe based upon a specified discount to the trading volume weightedaverage price of the Common Stock for a specified period of timesubsequent to the Court's entry of the Order.

The Calculation Period expired on May 23, 2013. Based on theadjustment formula, Hanover was entitled to receive an aggregateof 2,820,594 VWAP Shares. Accordingly, since Hanover had receivedan aggregate of only 2,820,000 Initial Settlement Shares andAdditional Settlement Shares, on May 24, 2013, the Company issuedand delivered to Hanover 594 additional shares of Common Stockpursuant to the terms of the Settlement Agreement approved by theOrder. No additional shares of Common Stock are issuable toHanover pursuant to the Settlement Agreement.

About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known asAdventure Holdings S.A., was incorporated in the Marshall Islandson April 23, 2004, for the purpose of being the ultimate holdingcompany of ship-owning companies. The management of FreeSeas'vessels is performed by Free Bulkers S.A., a Marshall Islandscompany that is controlled by Ion G. Varouxakis, the Company'sChairman, President and CEO, and one of the Company's principalshareholders.

The Company's fleet consists of six Handysize vessels and oneHandymax vessel that carry a variety of drybulk commodities,including iron ore, grain and coal, which are referred to as"major bulks," as well as bauxite, phosphate, fertilizers, steelproducts, cement, sugar and rice, or "minor bulks." As of Oct.12, 2012, the aggregate dwt of the Company's operational fleet isapproximately 197,200 dwt and the average age of its fleet is 15years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a netloss of US$88.19 million in 2011, and a net loss of US$21.82million in 2010. The Company's balance sheet at Dec. 31, 2012,showed US$114.35 million in total assets, $106.55 million intotal liabilities and US$7.80 million in total shareholders'equity.

RBSM LLP, in New York, issued a "going concern" qualification onthe consolidated financial statements for the year ended Dec. 31,2012. The independent auditors noted that the Company hasincurred recurring operating losses and has a working capitaldeficiency. In addition, the Company has failed to meetscheduled payment obligations under its loan facilities and hasnot complied with certain covenants included in its loanagreements. It has also failed to make required payments toDeutsche Bank Nederland as agreed to in its Sept. 7, 2012,amended and restated facility agreement and received notices ofdefault from First Business Bank. Furthermore, the vast majorityof the Company's assets are considered to be highly illiquid andif the Company were forced to liquidate, the amount realized bythe Company could be substantially lower that the carrying valueof these assets. These conditions among others raise substantialdoubt about the Company's ability to continue as a going concern.

FRIENDSHIP DAIRIES: Raymond Hunter Okayed as Dairy Consultant-------------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of Texasauthorized Friendship Dairies to modify employment of RaymondHunter, Ph.D. and Emerald Agriculture as agricultural businessconsultant.

By previous order, the Court had approved the employment ofEmerald Agriculture and, more particularly, Mr. Hunter as aconsultant jointly for the Debtor and the Official Committee ofUnsecured Creditors. With Dr. Hunter having completed hisassignment jointly for the Debtor and the Committee, the Debtorsought to modify Dr. Hunter's employment to serve as a dairyconsultant for the Debtor and to assist in the preparation andconfirmation of its plan of reorganization.

The Debtor is authorized to tender Emerald Agriculture a depositto be held as security toward future compensation in the amount ofa $10,000. The deposit is to be held and not applied untilallowed fees are approved by the Court.

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012. TheDebtor operates a dairy near Hereford, Deaf Smith County, Texas.The dairy consists of 11,000 head of cattle, fixtures andequipment. The Debtor also farms 5,000 acres of land forproduction of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million securedby the Debtor's property, which is appraised at more than$24 million. The Debtor disclosed $44,421,851 in assets and$45,554,951 in liabilities as of the Chapter 11 filing.

Prepetition, Nochumson has represented the Debtors in variouslegal matters, and as of the Petition Date, no outstanding feeswere owed by the Debtors for the services.

To the best of the Debtors' knowledge, Nochumson has no connectionwith the Debtors and is not an insider or affiliate of theDebtors.

About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,and affiliate Gelt Financial Corporation borrow money fromtraditional lenders and make loans to commercial borrowers. Theyalso acquire and manage real estate. Gelt Properties and GeltFinancial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-15826) on July 25, 2011. Judge Magdeline D. Coleman presides overthe cases. Albert A. Ciardi, III, Esq., Jennifer E. Cranston,Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcycounsel. The petitions were signed by Uri Shoham, the Debtors'chief financial officer. The Debtors' other professionalsinclude: Eisenberg, Gold & Cettei P.C. as its special counsel toprovide proper legal counsel to the Debtors with regard todefending against certain actions, Cohen and Forman as theirspecial counsel to advise them upon all matters which may arise orwhich may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4.73 million in assets and$4.84 million in liabilities as of the Chapter 11 filing. Itsaffiliate, Gelt Financial has scheduled $20.3 million in assetsand $17.05 million in liabilities as of the Chapter 11 filing.

The Debtors's amended Plan of Reorganization dated March 16, 2012,provides that all assets of the Debtors will be sold andliquidated, rented or leased, developed and maintained, in theordinary course of the Debtors' business. The Debtors note thatthe proposed Plan envisions the utilization of management talents,commitment and an existing infrastructure to restructure existingdebt, liquidate unprofitable properties and meaningfully shiftfocus to its growing REO portfolio.

GENERAL MOTORS: Defends $367MM Hedge Fund Deal in Bankruptcy Fight------------------------------------------------------------------Lance Duroni of BankruptcyLaw360 reported that General Motors LLCurged a judge to uphold a pivotal $367 million settlement itspredecessor inked with hedge fund bondholders as it slipped intobankruptcy, stressing that it has intervened to protect itsCanadian subsidiary and not on behalf of the hedge funds.

According to the report, a trust created for unsecured creditorsof the former General Motors Corp., or Old GM, sued in bankruptcycourt last year to void the 2009 settlement that paid the hedgefunds $367 million in cash.

About General Motors

With its global headquarters in Detroit, Michigan, General MotorsCompany (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908.GM employs 208,000 people in every major region of the world anddoes business in more than 120 countries. GM and its strategicpartners produce cars and trucks in 30 countries, and sell andservice these vehicles through the following brands: Baojun,Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,Opel, Vauxhall, and Wuling. GM's largest national market isChina, followed by the United States, Brazil, the United Kingdom,Germany, Canada, and Italy. GM's OnStar subsidiary is theindustry leader in vehicle safety, security and informationservices.

General Motors Co. was formed to acquire the operations ofGeneral Motors Corp. through a sale under 11 U.S.C. Sec. 363following Old GM's bankruptcy filing. The U.S. government onceowned as much as 60.8% stake in New GM on account of thefinancing it provided to the bankrupt entity. The deal wasclosed July 10, 2009, and Old GM changed its name to MotorsLiquidation Co.

The U.S. Trustee appointed an Official Committee of UnsecuredCreditors and a separate Official Committee of UnsecuredCreditors Holding Asbestos-Related Claims. Lawyers at KramerLevin Naftalis & Frankel LLP served as bankruptcy counsel to theCreditors Committee. Attorneys at Butzel Long served as counselon supplier contract matters. FTI Consulting Inc. served asfinancial advisors to the Creditors Committee. Elihu Inselbuch,Esq., at Caplin & Drysdale, Chartered, represented the AsbestosCommittee. Legal Analysis Systems, Inc., served as asbestosvaluation analyst.

The Bankruptcy Court entered an order confirming the Debtors'Second Amended Joint Chapter 11 Plan on March 29, 2011. The Planwas declared effect on March 31, 2011.

At the same time, Standard & Poor's assigned its 'B+' issue-levelrating (the same as the corporate credit rating on GFL) and '4'recovery rating to the company's proposed C$200 senior unsecurednotes. A '4' recovery rating indicates S&P's expectation ofaverage (30%-50%) recovery in a default scenario.

"The rating on GFL reflects our view of the company's narrow scopeof activities and limited geographic diversity, profitability thatis weaker than that of its rated peers, and an aggressive growthstrategy we expect to include acquisitions," said Standard &Poor's credit analyst Jamie Koutsoukis. "Providing some offset tothese factors is the essential nature of the services provided,relatively strong and reliable cash flows, and considerableresilience to economic swings in the residential and commercialsegments," Ms. Koutsoukis added.

The stable outlook on GFL reflects S&P's expectation that thecompany will generate stable cash flow from its businesses, ofwhich a large portion is contracted, and will not experience anyoperating challenges that result in reduced margins. Furthermore,the outlook incorporates S&P's expectation that management iscommitted to maintaining its financial risk profile and will keepadjusted debt to EBITDA below 4.5x and funds from operations (FFO)to adjusted debt above 15%.

S&P could lower the rating on GFL if its financial measuresdeteriorate from its current expectations with adjusted debt toEBITDA moving above 4.5x or if FFO to debt falls below 12% on asustained basis. This could occur if the company increasesleverage either through debt-financed acquisitions or aggressivedebt-funded internal growth. An upgrade is constrained by GFL'sfinancial sponsor ownership as per S&P's criteria.

GMX RESOURCES: Unsecured Creditors Committee Taps Attorneys-----------------------------------------------------------The Official Unsecured Creditors' Committee in the Chapter 11cases of GMX Resources Inc., et al., asks the U.S. BankruptcyCourt for the Western District of Oklahoma for permission toretain Winston & Strawn LLP as its counsel; and Hall, Estill,Hardwick, Gable, Golden & Nelson, P.C., as its special and localcounsel.

To the best of the Committee's knowledge, Winston & Strawn is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code.

Hall Estill

Hall Estill will, among other things:

a. advise the Committee on its rights, obligations, and powers in the case;

b. appear before the Court and others on the Committee's behalf on all matters involving the Debtors or the cases; and

c. assist the Committee and lead counsel in investigating and analyzing the acts, liabilities, and financial condition of the Debtors, the Debtors' assets and business operations, including disposition of those assets, and any other matters relevant to the case and the interests of unsecured creditors.

GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered inOklahoma City, Oklahoma. GMXR has 53 producing wells in Texas &Louisiana, 24 proved developed non-producing reservoirs, 48 provedundeveloped locations and several hundred other developmentlocations. GMXR has 9,000 net acres on the Sabine Uplift of EastTexas. GMXR has 7 producing wells in New Mexico. The Company'sstrategy is to significantly increase production, revenues andreinvest in increasing production. GMXR's goal is to grow andbuild shareholder value every day.

The Company reported net losses of $206.44 million in 2011,$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14million in total assets, $467.64 million in total liabilities anda $124.49 million total deficit.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenderscan buy the business in exchange for $324.3 million in first-liennotes.

GMX missed a payment due in March 2013 on $51.5 million in second-lien notes. Other principal liabilities include $48.3 million inunsecured convertible senior notes.

The Official Committee of Unsecured Creditors tapped Winston &Strawn LLP as its counsel.

GMX RESOURCES: Hearing Today on Bid for $3.32MM Bonuses-------------------------------------------------------GMX Resources Inc., and its debtor affiliates seek authority fromthe U.S. Bankruptcy Court for the Western District of Oklahoma topay severance to terminated employees and implement a key employeeretention plan.

As of the Petition Date, the Debtors' aggregate workforceconsisted of 65 employees, 55 of which are employed on a salariedbasis and 10 are employed on an hourly basis. Since agreeing tosell their assets, the Debtors have reduced their drilling andoperational activities to a level sufficient to maintain value asthe Debtors navigate through the sale process and Chapter 11. Asa result of the operational reductions, the Debtors are no longerin need of as many employees and will likely terminate employeesas operations continue to be adjusted. Additionally, consummationof a sale process could result in further workforce reductions.

Severance Program

While the Debtors did not have a standardized severance programprior to the Petition Date, the Debtors did pay severance toterminated employees on a regular basis. The Debtors seekapproval of a severance program for employees according to thefollowing terms:

* Upon the termination of employment of any eligible employee by the Debtors during the period beginning on April 1, 2013 and ending on the date that is 90 days after the closing date of the sale of substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code, the Debtors will pay the eligible employee a severance payment equal to the following:

(i) for senior managers and department heads with at least three completed years of service, the sum of (a) six months' base salary, and (b) accrued but unused paid time off through the date of termination;

(ii) for senior managers and department heads with less than three completed years of service, the sum of (a) three months' base salary, and (b) accrued but unused PTO through the date of termination; and

(iii) for all other non-insider employees, the sum of (a) three months' base salary, and (b) accrued but unused PTO through the date of termination.

* The severance payment will be subject to the employee's execution and delivery of an effective and irrevocable release of claims against the Debtors, their affiliates and other releasees within 55 days following the employee's termination of employment.

* The severance payment will be payable in a cash lump sum within 10 days following the employee's satisfaction of the release requirement.

The proposed Severance Program does not cover any of the Debtors'officers or directors. Further, eligible employees will notinclude any employee whose employment is terminated by the Debtorsdue to any act or omission constituting cause or any employee whoresigns from employment with the Debtors for any reason. TheDebtors estimate that the maximum amount of payments that wouldbe made under the Severance Program will be approximately $1.825million.

KERP for Non-Insiders

The Debtors also seek approval of a KERP for non-insideremployees. The Debtors believe it is important to incentivize keyemployees to stay with them during the bankruptcy and saleprocess. The KERP will be offered only to a select group ofemployees who are important either for work during the term of thebankruptcy case or to operations that may continue afterbankruptcy if, after the sale process, those employees are neededto continue to operate the assets. These key employees willprovide critical services in connection with the sale process aswell as the chapter 11 cases in areas such as finance, assetdisposition, claims reconciliation and contract management.

Under the KERP, an eligible employee will receive a retentionpayment equal to one month of base salary for every completed fullmonth of service during the period beginning on April 1, 2013, andending on the Section 363 Sale Closing Date, with a minimumpayment equal to four months of base salary, provided that theemployee remains continuously employed by the Debtors through theSection 363 Sale Closing Date.

The retention payment will be subject to the employee's executionand delivery of an effective and irrevocable release of claimsagainst the Debtors, their affiliates and other releasees within55 days following the Section 363 Sale Closing Date. Theretention payment will be payable in a cash lump sum within 10days following the employee's satisfaction of the releaserequirement. The total amount that could be paid pursuant to theKERP would be approximately $1.497 million, with no payments beingmade to any insiders.

According to the Debtors, the Severance Program includes TylerRohleder, the son of Michael Rohleder, president of the GMXResources Inc. Technically, Tyler Rohleder is an "insider" asdefined by Section 101(31)(B)(vi) of the Bankruptcy Code as he isa relative of an officer. The Debtors, however, assert that TylerRohleder should not treated as an insider for purposes of theMotion. The payments to Tyler Rohleder satisfy Section 503(c)(2)as the payment is part of a program that will be generallyapplicable to all full-time employees and the amount is notgreater than 10 times the amount of the mean severance pay givento non-management employees during the calendar year in which thepayment is made.

Committee, Bondholders' Trustee Object

Maria Chutchian of BankruptcyLaw360 reported that GMX Resources'proposed key employee retention plan drew a challenge fromunsecured creditors and the trustee for $51 million in bonds, whosaid the plan rewards employees for doing nothing more thansticking around for the sale process.

According to the report, American Stock Transfer & Trust Co. LLC,the indenture trustee and collateral agent for $51 million insenior secured notes, and GMX's official committee of unsecuredcreditors said in court filings that the two plans areunreasonable.

GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered inOklahoma City. GMXR has 53 producing wells in Texas & Louisiana,24 proved developed non-producing reservoirs, 48 provedundeveloped locations and several hundred other developmentlocations. GMXR has 9,000 net acres on the Sabine Uplift of EastTexas. GMXR has 7 producing wells in New Mexico.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenderscan buy the business in exchange for $324.3 million in first-liennotes. As of the Petition Date, GMXR had long-term debt ofapproximately $427 million (outstanding principal amount):

The bankruptcy court in May 2013 gave final approval for $50million in secured financing. The lenders and principal seniornoteholders include Chatham Asset Management LLC, GSO CapitalPartners, Omega Advisors Inc. and Whitebox Advisors LLC.

GMX RESOURCES: Has Cash Use; Sale Plans Objected------------------------------------------------Judge Sarah A. Hall of the U.S. Bankruptcy Court for the WesternDistrict of Oklahoma entered a final order authorizing GMXResources Inc. and its debtor affiliates to use cash collateralsecuring their prepetition indebtedness. The Debtors are alsoauthorized to access up to $50 million of debtor-in-possessionloans.

Meanwhile, Rachel Feintzeig writing for Daily Bankruptcy Reviewreports, that an energy company that entered into a joint venturewith GMX Resources, is objecting to GMX's bid to put its assets onthe auction block, saying the sale process is actually just a"short cut" foreclosure.

About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered inOklahoma City. GMXR has 53 producing wells in Texas & Louisiana,24 proved developed non-producing reservoirs, 48 provedundeveloped locations and several hundred other developmentlocations. GMXR has 9,000 net acres on the Sabine Uplift of EastTexas. GMXR has 7 producing wells in New Mexico.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenderscan buy the business in exchange for $324.3 million in first-liennotes. As of the Petition Date, GMXR had long-term debt ofapproximately $427 million (outstanding principal amount):

The bankruptcy court in May 2013 gave final approval for $50million in secured financing. The lenders and principal seniornoteholders include Chatham Asset Management LLC, GSO CapitalPartners, Omega Advisors Inc. and Whitebox Advisors LLC.

GREAT BASIN: Completes Sale of Nevada Hollister Gold Mine---------------------------------------------------------Great Basin Gold Limited announced that further to its newsrelease of April 29, 2013, the sale of its Nevada assets andoperations including the Hollister trial mine and Esmeralda millhas completed substantially on the terms disclosed in that newsrelease except that the term of the net profits royalty may beterminated after five years in certain events. The Companypreviously disclosed that the proceeds of Hollister sale wereUS$15 million plus a 15% net profits royalty payable to thebankrupt US subsidiaries' estate to a maximum of $90 million overan up to nine year period.

Great Basin Gold Ltd. is incorporated under the laws of theProvince of British Columbia and its registered address is 1108-1030 West Georgia Street, Vancouver BC, Canada. Great Basin GoldLtd., including its subsidiaries, is a mineral exploration anddevelopment company with two operating assets, both in theproduction build-up phase, the Hollister Project on the CarlinTrend in Nevada, USA and the Burnstone Project in theWitwatersrand Goldfields in South Africa. Over and above theexploration being conducted at the above mentioned properties,greenfields exploration is being undertaken in Tanzania andMozambique.

GROVES IN LINCOLN: Proofs of Claim Due June 27----------------------------------------------The U.S. Bankruptcy Court for the District of Massachusetts,Eastern Division, established June 27, 2013, at 4:00 p.m., as thedeadline for creditors to file proofs of claim against The Grovesin Lincoln, Inc.

About Groves in Lincoln

The Groves in Lincoln Inc., along with affiliate The Apartments ofthe Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. CaseNo. 13-11329) in Boston on March 11, 2013. David C. Turner signedthe petition as president and CEO.

Groves is a Massachusetts not-for-profit corporation organized in2006 for the purpose of developing and operating a seniorindependent living facility in Lincoln, Massachusetts to be knownas The Groves in Lincoln. This facility now consists of 168independent living units on a 34-acre campus with a mix ofapartments, cottages, and related common areas including communitycenter, dining rooms, lounges, barbershop/beauty salon, library,fitness center and pool. Groves has 26 full-time employees and 22part-time employees as of the bankruptcy filing.

GUIDED THERAPEUTICS: To Raise $2.6 Million From Private Placement-----------------------------------------------------------------Guided Therapeutics, Inc., has entered into definitive agreementswith certain accredited investors for the private placement of itsconvertible preferred stock and warrants to purchase shares of itscommon stock. Gross proceeds to Guided Therapeutics are expectedto be approximately $2.6 million, prior to the payment ofplacement agent fees and expenses.

Pursuant to the terms of the definitive agreements, GuidedTherapeutics has agreed to issue an aggregate of up toapproximately 2,600 shares of preferred stock, which areconvertible by the holders at any time into an aggregate of up toapproximately 3,823,529 shares of common stock at an initialconversion price of $0.68 per share, subject to customaryadjustments. The preferred stock is mandatorily convertible uponthe achievement of certain conditions, including the receipt ofcertain approvals from the U.S. Food and Drug Administration andthe achievement by Guided Therapeutics of specified averagetrading prices and volumes for its common stock. Holders of thepreferred stock will be entitled to quarterly dividends at anannual rate of 5.0 percent for the quarter ended Dec. 31, 2013,and at an annual rate of 10 percent thereafter, in each case,payable in cash or, subject to certain conditions, common stock.Guided Therapeutics may redeem the preferred stock after thesecond anniversary of issuance, subject to certain conditions.Each share of preferred stock is entitled to a number of votesequal to the number of shares of common stock into which thepreferred stock is convertible.

For each share of preferred stock purchased, Guided Therapeuticshas agreed to issue warrants exercisable for an aggregate of 1,471shares of common stock, which will be split evenly into twotranches, at an exercise price of $1.08 per share, subject tocustomary adjustments. One tranche of warrants will be subject toa mandatory exercise provision that allows Guided Therapeutics torequire exercise upon the achievement of certain conditions,including the receipt of certain approvals from the U.S. Food andDrug Administration and the achievement by Guided Therapeutics ofspecified average trading prices and volumes for its common stock.The warrants have a five year term.

Net proceeds from the private placement are intended to be used tosupport manufacturing and marketing of the Guided TherapeuticsLuViva(R) Advanced Cervical Scan. The private placement remainssubject to customary closing conditions and is expected to closeon or about May 24, 2013.

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)-- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervicalcancer. The technology is designed to provide an objective resultat the point of care, thereby improving the management of cervicaldisease. Unlike Pap and HPV tests, the device does not require apainful tissue sample and results are known immediately. GT hasalso entered into a partnership with Konica Minolta Opto todevelop a non-invasive test for Barrett's Esophagus using theLightTouch technology platform.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33million of contract and grant revenue for the year ended Dec. 31,2012, as compared with a net loss of $6.64 million on $3.59million of contract and grant revenue in 2011. The Company'sbalance sheet at March 31, 2013, showed $3.58 million in totalassets, $1.72 million in total liabilities, and $1.86 million intotal stockholders' equity.

"The Company's capital-raising efforts are ongoing. If sufficientcapital cannot be raised during the second quarter of 2013, theCompany has plans to curtail operations by reducing discretionaryspending and staffing levels, and attempting to operate by onlypursuing activities for which it has external financial support,such as under the Konica Minolta license agreement and additionalNCI, NHI or other grant funding. However, there can be noassurance that such external financial support will be sufficientto maintain even limited operations or that the Company will beable to raise additional funds on acceptable terms, or at all. Insuch a case, the Company might be required to enter intounfavorable agreements or, if that is not possible, be unable tocontinue operations, and to the extent practicable, liquidateand/or file for bankruptcy protection."

Dawn McCarty and Ari Levy, writing for Bloomberg News, reportedthat Mr. Minor made sure that he won't be the only one who'suncomfortable. There's no money for his unsecured creditors, hesaid in his bankruptcy petition, which seeks to hand over all hiseligible assets to a court official who will sell them to thehighest bidder and wipe Minor's finances clean for whatever hedecides to do next.

The Bloomberg report discloses that Mr. Minor is yet to file listsof his assets and liabilities. He also hasn't made the requireddisclosure about his income and transactions before bankruptcy.The petition claims that assets total less than $50 million whiledebt is more than $50 million.

HAMPTON ROADS: John Maloney Joins as Bank VP and CRM----------------------------------------------------Hampton Roads Bankshares, Inc., the holding company for The Bankof Hampton Roads and Shore Bank, said that John Maloney has joinedBHR as a Vice President and Customer Relationship Manager, basedin the Hilltop Financial Center in Virginia Beach. Mr. Maloneyhas 13 years of experience in commercial banking and branchmanagement in Norfolk and surrounding markets.

Thomas Mears, president Commercial Banking for BHR, said, "John isa talented, experienced banker with deep roots and relationshipsin our local markets and we welcome him to our team. We continueto execute our One Bank strategy, which is more about bankers thanbuildings and which is grounded in a commitment to outstandingservice to our customers."

Prior to joining BHR, Mr. Maloney served in commercial lendingpositions with City National Bank, Virginia Business Bank, Bank ofthe Commonwealth and Heritage Bank. Previously, he served as abranch manager with PNC Bank (formerly RBC) in Hampton, VA.

Mr. Maloney earned a B.B.A. from James Madison University and is agraduate of the University of Virginia School of Bank Managementand the RMA Lending School. He is active in a number of civic andcommunity organizations, including serving as former President ofSertoma of Norfolk and former Chair of the Norfolk Division of theHampton Roads Chamber of Commerce.

About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk,Virginia. The Company's primary subsidiaries are Bank of HamptonRoads, which opened for business in 1987, and Shore Bank, whichopened in 1961. Currently, Bank of Hampton Roads operates twenty-eight banking offices in the Hampton Roads region of southeasternVirginia and twenty-four offices in Virginia and North Carolinadoing business as Gateway Bank & Trust Co. Shore Bank serves theEastern Shore of Maryland and Virginia through eight bankingoffices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,Bank of Hampton Roads ("BOHR"), entered into a written agreementwith the Federal Reserve Bank of Richmond and the Bureau ofFinancial Institutions of the Virginia State CorporationCommission. The Company's other banking subsidiary, Shore Bank,is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHRagreed to develop and submit for approval plans to (a) strengthenboard oversight of management and BOHR's operations, (b)strengthen credit risk management policies, (c) improve BOHR'sposition with respect to loans, relationships, or other assets inexcess of $2.5 million which are now, or may in the future become,past due more than 90 days, are on BOHR's problem loan list, oradversely classified in any report of examination of BOHR, (d)review and revise, as appropriate, current policy and maintainsound processes for determining, documenting, and recording anadequate allowance for loan and lease losses, (e) improvemanagement of BOHR's liquidity position and funds managementpolicies, (f) provide contingency planning that accounts foradverse scenarios and identifies and quantifies available sourcesof liquidity for each scenario, (g) reduce the Bank's reliance onbrokered deposits, and (h) improve BOHR's earnings and overallcondition.

The Company reported a net loss of $98 million in 2011, comparedwith a net loss of $210.35 million in 2010. The Company's balancesheet at March 31, 2013, showed $2.03 billion in total assets,$1.84 billion in total liabilities and $185.36 million in totalshareholders' equity.

HASSEN REAL: Third Amended Joint Plan of Reorganization Confirmed-----------------------------------------------------------------Eastland Tower Partnership and Hassen Real Estate Partnership'sThird Amended Joint Plan of Reorganization dated Jan. 17, 2013,which allows for the estates to compromise and settle claimsagainst and claims held by the estates, has been confirmed by thebankruptcy court.

The terms of certain compromises and settlements are included inthe Plan, the Plan Documents, and any separate stand-alone motionsfiled with the Bankruptcy Court and heard prior to the entry ofthe Confirmation Order. Because the settlements are integral tothe implementation of the Plan, they are approved as part of thePlan. The settlements are the product of good-faith, arm's-lengthnegotiations.

Hassen Real Estate Partnership and affiliate Eastland TowerPartnership are each engaged in the business of commercial realestate development and operation in West Covina, California. HREPowns and operates a retail/office center known as the West CovinaVillage Shopping Center, while ETP owns and operates an officetower known as the Wells Fargo Bank Tower.

HAWAII OUTDOOR: Wagner Choi Withdraws Over Differences------------------------------------------------------The U.S. Bankruptcy Court for the District of Hawaii authorizedWagner Choi & Verbrugge to withdraw as counsel for Hawaii OutdoorTours, Inc. According to WCV, the Debtor and WCV have fundamentaland irreconcilable differences regarding: (i) the future course ofthe bankruptcy case and the objectives to be attained; (ii)counsel's relationship with the Debtor's management. Wcv relatedthat both of the differences render WCV's continued representationof the Debtor no longer feasible.

About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Niloa VolcanoesResort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012. NiloaVolcanoes is a 382-room hotel with a nine-hole golf course. The64-acre property is subject to a 65-year lease, commencing Feb. 1,2006, and provides for a total ground rent for the first 10 yearsof $500,000 annually. The Debtor used a $10 million loan fromFirst Regional Bank and $10 million of its own cash to invest inthe property.

First-Citizens Bank & Trust Company, which acquired the FirstRegional note from the Federal Deposit Insurance Corp., commencedforeclosure proceedings in August. First-Citizens Bank asserts aclaim of $9.95 million. The Debtor believes that the value of thehotel property exceeds the amount of the First-Citizens Bank note.Just the bricks and mortal alone was valued in excess of $35million by First Regional's appraiser and the insurance company.

HEARTHSTONE HOMES: Bankruptcy Case Converted to Chapter 7---------------------------------------------------------The U.S. Bankruptcy Court for the District of Nebraska convertedthe Chapter 11 case of Hearthstone Homes, Inc., to one underChapter 7 of the Bankruptcy Code.

The Chapter 11 Trustee filed for case conversion, saying thatsince the filing of this case, the Debtor in this case has ceasedoperations. The Chapter 11 Trustee has successfully liquidatedthe majority of the bankruptcy estate's real estate and personalproperty assets through court-approved sales. The net proceeds ofthose sales have been distributed to the secured creditors or arebeing held pending resolution of an adversary proceeding mainlybetween Wells Fargo Bank, N.A., and Hiller Electric with theChapter 11 Trustee named solely as the stakeholder holding thefunds.

The Chapter 11 Trustee said, "The remaining assets of thebankruptcy estate are certain causes of action including avoidanceactions which the Trustee is currently investigating andpursuing." The Chapter 11 Trustee stated that conversion toChapter 7 will allow the orderly prosecution and administrationthe Avoidance Actions under the U.S. Bankruptcy Code, and theadministration of the segregated funds pending further orderdirecting their distribution, without some of the administrativecosts and burden imposed in a Chapter 11 case.

The U.S. Trustee's office has indicated it has no objection to theconversion motion.

About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.ketv.com reported that Hearthstone Homes sought bankruptcyprotection after a deal to sell the company fell through.Hearthstone Homes' principal business activities have been thepurchase, development and sale of residential real property for40 years.

Chief Judge Thomas L. Saladino presides over the case. The Debtoris represented by Robert F. Craig, P.C. Hearthstone estimatedassets and debts of $10 million to $50 million as of the Chapter11 filing.

On March 9, 2012, Wells Fargo Bank filed a motion to appoint aChapter 11 trustee, saying the Debtor had no unencumbered assets,no cash, and no present source of income. On March 13, an orderwas entered granting the motion to appoint a Chapter 11 trustee.The U.S. Trustee, through consultation with creditors, selectedC. Randel Lewis to be the Chapter 11 trustee, which was approvedby the Court on March 21, 2012.

HERCULES OFFSHORE: Fleet Status Report as of May 23---------------------------------------------------Hercules Offshore, Inc., posted on its Web site atwww.herculesoffshore.com a report entitled "Hercules OffshoreFleet Status Report". The Fleet Status Report includes theHercules Offshore Rig Fleet Status (as of May 23, 2013), whichcontains information for each of the Company's drilling rigs,including contract dayrate and duration. The Fleet Status Reportalso includes the Hercules Offshore Liftboat Fleet Status Report,which contains information by liftboat class for April 2013,including revenue per day and operating days. The Fleet StatusReport is available for free at http://is.gd/LtLquz

About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gasexploration and production industry in the United States, Gulf ofMexico and internationally. The Company provides these servicesto integrated energy companies, independent oil and natural gasoperators and national oil companies. The Company operates in sixbusiness segments: Domestic Offshore, International Offshore,Inland, Domestic Liftboats, International Liftboats and DeltaTowing.

Hercules incurred a net loss of $127 million in 2012, a net lossof $76.12 million in 2011, and a net loss of $134.59 million in2010. The Company's balance sheet at March 31, 2013, showed $2billion in total assets, $1.08 billion in total liabilities and$919.58 million in stockholders' equity.

* * *

The Troubled Company Reporter said on April 11, 2013, thatMoody's Investors Service upgraded Hercules Offshore, Inc.'sCorporate Family Rating to B2 from B3. Hercules' B2 CFR issupported by its improved cash flow and lower leverage on the backof increased drilling activity and higher day-rates in the Gulf ofMexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's RatingsServices raised its corporate credit rating on Houston-basedHercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflectsthe improving market conditions in the Gulf of Mexico and ourexpectations that Hercules' fleet will continue to benefit," saidStandard & Poor's credit analyst Stephen Scovotti.

HERITAGE CONSOLIDATED: Chamberlain Okayed as Committee Counsel--------------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of Texasauthorized the Official Committee of Unsecured Creditors in theChapter 11 case of Heritage Consolidated LLC to retainChamberlain, Hrdlicka, White, Williams & Aughtry as its counsel.

Brian A. Kilmer joined on Feb. 1, 2013, Chamberlain's Houstonoffice as a shareholder in the firm's bankruptcy, restructuring,reorganization and creditors' right practice group. Prior tojoining Chamberlain, Mr. Kilmer was a partner at Okin Adams &Kilmer LLP, where he served as counsel to the Committee sinceNov. 3, 2010.

According to the report, Jason McClain and Thomas Wachsman filedthe lawsuit as an adversary case in Highway Technologies' Chapter11 proceedings in Delaware Bankruptcy Court, arguing that they andthe rest of the 740 terminated employees didn't get the 60-daywarning mandated by the U.S. Worker Adjustment and RetrainingNotification Act.

Founded 30 years ago, Highway Technologies at its peak was one ofthe largest traffic safety companies in the U.S. It operated from32 locations in 13 states. However, just before the bankruptcyfiling, the Debtors ceased operations, terminated 750 employeesand began the process of securing their assets for sale.

HOT TOPIC: S&P Assigns 'B' CCR & Rates $350MM Sr. Sec. Notes 'B'----------------------------------------------------------------Standard & Poor's Ratings Services said it assigned a 'B'corporate credit rating to Hot Topic Inc. At the same time, S&Passigned a 'B' issue-level rating, with a '4' recovery rating tothe company's proposed $350 million senior secured notes due 2021.The '4' recovery rating indicates S&P's expectation of average(30%-50%) recovery of principal in the event of a payment default.S&P do not rate the proposed $75 million asset-based revolver(ABL) and it will remain undrawn at closing of the transaction.The outlook is stable.

The company has stated that it will use the proceeds, along with$250 million common equity contribution, to fund the acquisitionof Hot Topic by Sycamore Partners.

The vulnerable business risk profile incorporates the company'sparticipation in the highly competitive and widely fragmentedspecialty apparel retail. Although the company has nationalpresence, it is much smaller than many of its specialty apparelpeers. In S&P's view, the company established a niche position inthe industry. Its lower fashion risk Hot Topic segment offersmusic and pop-culture inspired merchandise to the 18-24 year oldcustomers. The company's Torrid concept is solely dedicated toplus-size young women. While S&P believes that the Hot Topicmerchandise concept is mature, with limited growth potential, itviews the plus-size segment of the retail space as underpenetratedand a growth opportunity for the Torrid segment.

The stable outlook reflects S&P's view that operationalenhancements that new management introduced will continue tostrengthen performance over the next year leading to modestimprovement of credit protection measures and that new storegrowth will be successfully executed.

While not likely in the next year, S&P could raise the rating ifthe company successfully executes its aggressive expansion planswhile further improving its profitability such that EBITDA growthresults in total debt to EBITDA declining toward mid-4x. Based onS&P's analysis, about 22% EBITDA growth and constant debt at proforma fiscal 2012 levels would likely result in total debt toEBITDA declining to about 4.6x.

S&P could lower the rating if performance suffers from competitivepressures, merchandise missteps, or if rapid expansion leads tooperational challenges that cause EBITDA declines such that debtleverage increases toward mid-6x. Under this scenario, about 13%EBITDA erosion and constant debt at pro forma 2012 levels wouldtrigger such action.

According to the report, the adversary suit comes less than twoweeks after Howrey's liquidation trustee, Allan B. Diamond ofDiamond McCarthy LLP, filed a motion seeking permission to pursueclaims against Dewey & LeBoeuf LLP, Cooley LLP, Morrison &Foerster LLP, among other law firms.

About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.N.D. Calif. Case No. 11-31376) on April 11, 2011, against theremnants of the Washington-based law firm Howrey LLP. The filingwas in San Francisco, where the firm had an office. The firmpreviously was known as Howrey & Simon and Howrey Simon Arnold &White LLP. The firm at one time had more than 700 lawyers in 17offices. The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-propertymatters. The three creditors filing the involuntary petitiontogether have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11case in June 2011 at the request of the firm. In its schedulesfiled in July, the Debtor disclosed assets of $138.7 million andliabilities of $107.0 million.

The Official Committee of Unsecured Creditors is represented inthe case by Bradford F. Englander, Esq., at Whiteford, Taylor AndPreston LLP.

In September 2011, Citibank sought conversion of the Debtor's caseto Chapter 7 or, in the alternative, appointment of a Chapter 11Trustee. The Court entered an order appointing a Chapter 11Trustee. In October 2011, Allan B. Diamond was named as Trustee.

IBIO INC: Incurs $1.8-Mil. Net Loss in March 31 Quarter-------------------------------------------------------iBio, Inc., filed its quarterly report on Form 10-Q, reporting anet loss of $1.8 million on $0 revenue for the three months endedMarch 31, 2013, compared with a net loss of $3.1 million on$371,755 of revenues for the three months ended March 31, 2012.

The Company reported a net loss of $4.9 million on $390,186 ofrevenues for the nine months ended March 31, 2013, compared with anet loss of $4.3 million on $925,935 of revenues for the ninemonths ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $5.0 millionin total assets, $2.7 million in total liabilities, andstockholders' equity of $2.3 million.

The Company said: "The history of significant losses, the negativecash flow from operations, the limited cash resources currently onhand and the dependence by the Company on its ability -- aboutwhich there can be no certainty -- to obtain additional financingto fund its operations after the current cash resources areexhausted raises substantial doubt about the Company's ability tocontinue as a going concern."

IDERA PHARMACEUTICALS: Raised $16.5 Million From Stock Offering---------------------------------------------------------------Idera Pharmaceuticals, Inc., completed an underwritten publicoffering of its common stock and warrants to purchase shares ofits common stock in which it raised $16.5 million in grossproceeds. As a result of the offering, the Company believes itnow has stockholders' equity in excess of both the $2.5 millionstockholders' equity requirement for continued listing, as well asthe $5 million stockholders' equity requirement for initiallisting, on The NASDAQ Capital Market.

As previously disclosed on Nov. 26, 2012, while the Company waslisted on The NASDAQ Global Market, the Company received noticefrom NASDAQ that the bid price of its common stock had not met theapplicable minimum bid price requirement of $1.00 per share and,pursuant to NASDAQ Listing Rule 5810(c)(3)(A), the Company wasprovided 180 calendar days within which to evidence compliancewith the bid price requirement. The Company's listing wassubsequently transferred to The NASDAQ Capital Market effectiveFeb. 7, 2013. The rules applicable to companies listed on TheNASDAQ Capital Market provide for a second 180-day period toevidence compliance with the $1.00 bid price requirement so longas the company satisfies all requirements for initial listing onThe NASDAQ Capital Market, including the $5 million stockholders'equity requirement, and the continued listing requirement formarket value of publicly held shares upon the expiration of thefirst compliance period, which in the Company's case is May 28,2013. The Company expects to meet those criteria as of May 28,2013.

About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is aclinical stage biotechnology company engaged in the discovery anddevelopment of novel synthetic DNA- and RNA-based drug candidatesthat are designed to modulate immune responses mediated throughToll-like Receptors, or TLRs. The Company has two drugcandidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, aTLR7, TLR8, and TLR9 antagonist, in clinical development for thetreatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statementsfor the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,Mass., expressed substantial doubt about Idera's ability tocontinue as a going concern, citing recurring losses and negativecash flows from operations and the necessity to raise additionalcapital or alternative means of financial support, or both, priorto Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 ofrevenue in 2012, compared with a net loss of $23.8 million on$53,000 of revenue in 2011. Revenue in 2012 and 2011 consisted ofreimbursement by licensees of costs associated with patentmaintenance.

The Company's balance sheet at March 31, 2013, showed $6.81million in total assets, $4.10 million in total liabilities, $5.92million in series D redeemable convertible preferred stock, and a$3.21 million total stockholders' deficit.

INDIANA BANK: Sold to First Farmers Bank & Trust------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that Indiana Bank Corp., won approval May 30 from the U.S.Bankruptcy Court in Terra Haute, Indiana, to sell the four-branchBank of Indiana NA to First Farmers Bank & Trust. The bank ownersaid it wasn't feasible to hold an auction in the highly regulatedbanking industry.

On April 9, the holding company announced that its four-branchbank subsidiary Bank of Indiana NA will be sold to First FarmersBank & Trust. First Farmers has 24 branches in Illinois andIndiana. It will acquire "significant assets" and assumeliability to depositors on their accounts. The acquisition shouldbe completed in the third quarter.

INFINITY ENERGY: Amends First Quarter Form 10-Q-----------------------------------------------Infinity Energy Resources, Inc., has filed an amendment to itsquarterly report on Form 10-Q for the quarter ended March 31,2013, originally filed with the Securities and Exchange Commissionon May 20, 2013, for the sole purpose of furnishing theInteractive Data File with detailed note tagging as Exhibit 101 tothe Form 10-Q in accordance with Rule 405 of Regulation S-T.Exhibit 101 provides the financial statements and related notes inthe Form 10-Q formatted in XBRL (eXtensible Business ReportingLanguage). No other changes have been made to the Company's Form10-Q. A copy of the Amended Form 10-Q is available at:

Infinity Energy disclosed net income of $2.90 million for the yearended Dec. 31, 2012, as compared with a net loss of $3.52 millionduring the prior year. The Company's balance sheet at Dec. 31,2012, showed $4.46 million in total assets, $6.95 million in totalliabilities, $12.86 million in Redeemable, convertible preferredstock and a $15.35 million total stockholders' deficit.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"qualification on the consolidated financial statements for theyear ended Dec. 31, 2012. The independent auditors noted thatthe Company has suffered recurring losses, has no on-goingoperations, and has a significant working capital deficit, whichraises substantial doubt about its ability to continue as a goingconcern.

IN PLAY: Weinman & Associates Approved as Bankruptcy Counsel------------------------------------------------------------The U.S. Bankruptcy Court for the District of Colorado authorizedIn Play Membership Golf, Inc., to employ Weinman & Associates,P.C. as bankruptcy counsel to assist in, among others, thepreparation of statements and schedules, the plan ofreorganization and disclosure statement, and related matters.

The firm has received a $10,000 from Stacey Hart, the Debtor'sprincipal. The firm will bill at its customary rates:

In Play Membership Golf, Inc., doing business as Deer Creek GolfClub and Plum Creek Golf and Country Club, filed a Chapter 11petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,2013. The Debtor estimated assets and liabilities of at least $10million.

According to the docket, the Chapter 11 plan and disclosurestatement are due July 22, 2013

INSPIREMD INC: To Issue 6.4 Million Shares Under Plans------------------------------------------------------InspireMD, Inc., registered with the U.S. Securities and ExchangeCommission:

* 509,791 shares of common stock issued upon the exercise of options granted pursuant to the 2011 Plan;

* 151,343 shares of common stock issuable pursuant to the 2011 Plan;

* 250,000 shares of common stock issued upon the exercise of options granted pursuant to the Nonqualified Stock Option Agreement, dated as of July 11, 2011, by and between InspireMD, Inc. and Sol J. Barer, Ph.D.;

* 725,000 shares of common stock issuable pursuant to the Nonqualified Stock Option Agreement, dated as of Nov. 16, 2011, by and between InspireMD, Inc. and Sol J. Barer, Ph.D.;

* 725,000 shares of common stock issued pursuant to the Stock Award Agreement, dated as of Nov. 16, 2011, by and between InspireMD, Inc. and Sol J. Barer, Ph.D.;

* 23,081 shares of common stock issuable pursuant to the Stock Option Agreement, dated as of Aug. 28, 2011, by and between InspireMD, Inc. and Ivry Cor Ltd;

* 17,500 shares of common stock issued pursuant to the Stock Option Agreement, dated as of Aug. 28, 2011, by and between InspireMD, Inc. and Ivry Cor Ltd;

* 40,581 shares of common stock issuable pursuant to the Stock Option Agreement, dated as of Aug. 28, 2011, by and between InspireMD, Inc. and Fellice Pelled; and

* 6,087 shares of common stock issuable pursuant to the Agreement, dated as of Jan. 15, 2008, by and between D.I.R. Omri Yitzum and Hashka'ot Ltd and Others and InspireMD, Register No. 513679431.

InspireMD, Inc., was organized in the State of Delaware onFeb. 29, 2008, as Saguaro Resources, Inc., to engage in theacquisition, exploration and development of natural resourceproperties. On March 28, 2011, the Company changed its name from"Saguaro Resources, Inc." to "InspireMD, Inc."

InspireMD reported a net loss of US$17.59 million for the yearended June 30, 2012, compared with a net loss of US$6.17 millionduring the prior year. For the nine months ended March 31, 2013,the Company incurred a net loss of $14.31 million. The Company'sbalance sheet at March 31, 2013, showed $9.79 million in totalassets, $13.20 million in total liabilities, and a $3.40 milliontotal capital deficiency.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "goingconcern" qualification on the consolidated financial statementsfor the year ended June 30, 2012. The independent auditors notedthat the Company has had recurring losses, negative cash flowsfrom operating activities and has significant future commitmentsthat raise substantial doubt about its ability to continue as agoing concern.

The Company said the following statement in its quarterly reportfor the period ended Dec. 31, 2012: "The Company has hadrecurring losses and negative cash flows from operating activitiesand has significant future commitments. For the six months endedDecember 31, 2012, the Company had losses of approximately $9.4million and negative cash flows from operating activities ofapproximately $5.8 million. The Company's management believesthat its financial resources as of December 31, 2012 should enableit to continue funding the negative cash flows from operatingactivities through the three months ended September 30, 2013.Furthermore, commencing October 2013, the Company's senior securedconvertible debentures (the "2012 Convertible Debentures") aresubject to a non-contingent redemption option that could requirethe Company to make a payment of $13.3 million, including accruedinterest. Since the Company expects to continue incurringnegative cash flows from operations and in light of the cashrequirement in connection with the 2012 Convertible Debentures,there is substantial doubt about the Company's ability to continueoperating as a going concern. These financial statements includeno adjustments of the values of assets and liabilities and theclassification thereof, if any, that will apply if the Company isunable to continue operating as a going concern."

"The initial MASTER trial results published in the Journal of theAmerican College of Cardiology[1]in October 2012 demonstrated theacute benefits of the embolic protection stent, as MGuard EPSoutperformed drug-eluting and bare metal stents in complete ST-segment resolution," said Professor Dr. Sigmund Silber, Directorof the Heart Center at the Isar Academic Teaching Site of theUniversity of Munich. "The six-month MASTER results highlight theenduring benefits of the MGuard EPS, with a consistent trend inlower mortality."

In the MASTER trial, a total of 433 patients with STEMI presentingwithin 12 hours of symptom onset undergoing percutaneous coronaryintervention were randomized at 50 sites in 9 countries to theMGuard EPS (n = 217) or commercially available bare metal or drug-eluting stents (n = 216).

"The body of positive clinical evidence supporting the use of theMGuardEPS continues to grow," said Alan Milinazzo, president andchief executive officer of InspireMD. "Both the 6-month data andthe subgroup analysis presented this week at EuroPCR in Paris,suggest that our technology offers improved embolic protectionover the current generation of bare metal and drug eluting stentsfor the STEMI patient. Advancing embolic protection withoutrequiring physicians to increase procedure time or dramaticallychange their technique is a major benefit of the MGuard EPS."

A PowerPoint presentation that InspireMD, Inc., presented onMay 23, 2013, at EuroPCR, the official annual meeting of theEuropean Association for Percutaneous CardiovascularInterventions, at the Palais Des CongrŠs in Paris, is availablefor free at http://is.gd/pFZhtR

About InspireMD

InspireMD, Inc., was organized in the State of Delaware onFeb. 29, 2008, as Saguaro Resources, Inc., to engage in theacquisition, exploration and development of natural resourceproperties. On March 28, 2011, the Company changed its name from"Saguaro Resources, Inc." to "InspireMD, Inc."

InspireMD reported a net loss of US$17.59 million on US$5.35million of revenue for the year ended June 30, 2012, compared witha net loss of US$6.17 million on US$4.67 million of revenue duringthe prior year. For the nine months ended March 31, 2013, theCompany incurred a net loss of $14.31 million on $3.37 million ofrevenues. The Company's balance sheet at March 31, 2013, showed$9.79 million in total assets, $13.20 million in totalliabilities, and a $3.40 million total capital deficiency.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "goingconcern" qualification on the consolidated financial statementsfor the year ended June 30, 2012. The independent auditors notedthat the Company has had recurring losses, negative cash flowsfrom operating activities and has significant future commitmentsthat raise substantial doubt about its ability to continue as agoing concern.

The Company said the following statement in its quarterly reportfor the period ended Dec. 31, 2012: "The Company has hadrecurring losses and negative cash flows from operating activitiesand has significant future commitments. For the six months endedDecember 31, 2012, the Company had losses of approximately $9.4million and negative cash flows from operating activities ofapproximately $5.8 million. The Company's management believesthat its financial resources as of December 31, 2012 should enableit to continue funding the negative cash flows from operatingactivities through the three months ended September 30, 2013.Furthermore, commencing October 2013, the Company's senior securedconvertible debentures (the "2012 Convertible Debentures") aresubject to a non-contingent redemption option that could requirethe Company to make a payment of $13.3 million, including accruedinterest. Since the Company expects to continue incurringnegative cash flows from operations and in light of the cashrequirement in connection with the 2012 Convertible Debentures,there is substantial doubt about the Company's ability to continueoperating as a going concern. These financial statements includeno adjustments of the values of assets and liabilities and theclassification thereof, if any, that will apply if the Company isunable to continue operating as a going concern."

INTELLICELL BIOSCIENCES: Issues 8.5 Million Shares to Hanover-------------------------------------------------------------The Supreme Court of the State of New York, County of New York,entered an order approving, among other things, the fairness ofthe terms and conditions of an exchange pursuant to Section3(a)(10) of the Securities Act of 1933, as amended, in accordancewith a stipulation of settlement between Intellicell Biosciences,Inc., and Hanover Holdings I, LLC, in the matter entitled HanoverHoldings I, LLC v. Intellicell Biosciences, Inc., Case No.651709/2013.

Hanover commenced the Action against the Company on May 10, 2013,to recover an aggregate of $706,765 of past-due accounts payableof the Company, which Hanover had purchased from certain vendorsof the Company pursuant to the terms of separate receivablepurchase agreements between Hanover and each of such vendors, plusfees and costs. The Assigned Accounts relate to certainconstruction, architectural, accounting, legal and financialservices. The Order provides for the full and final settlement ofthe Claim and the Action. The Settlement Agreement becameeffective and binding upon the Company and Hanover upon executionof the Order by the Court on May 21, 2013.

Pursuant to the terms of the Settlement Agreement approved by theOrder, on May 23, 2013, the Company issued and delivered toHanover 8,500,000 shares of the Company's common stock, $0.001 parvalue. Giving effect to that issuance, the Settlement Sharesrepresent approximately 9.93 percent of the total number of sharesof Common Stock presently outstanding.

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,was formed on Aug. 13, 2010, under the name "Regen Biosciences,Inc." as a pioneering regenerative medicine company to develop andcommercialize regenerative medical technologies in large marketswith unmet clinical needs. On Feb. 17, 2011, the company changedits name from "Regen Biosciences, Inc." to "IntelliCellBioSciences Inc". To date, IntelliCell has developed proprietarytechnologies that allow for the efficient and reproducibleseparation of stromal vascular fraction (branded"IntelliCell(TM)") containing adipose stem cells that can beperformed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in anaccumulated deficit of $43,079,590 and a working capital deficitof $3,811,024 as of March 31, 2012, respectively. However, if thenon-cash expense related to the Company's change in fair value ofderivative liability and stock based compensation is excluded thenthe accumulated deficit amounted to $4,121,538. Further lossesare anticipated in the continued development of its business,raising substantial doubt about the Company's ability to continueas a going concern.

The Company's balance sheet at Sept. 30, 2012, showed$4.15 million in total assets, $7.31 million in total liabilitiesand a $3.16 million total stockholders' deficit.

INTELLICELL BIOSCIENCES: Hanover Held 9.9% Stake at May 21----------------------------------------------------------In a Schedule 13G filing with the U.S. Securities and ExchangeCommission, Hanover Holdings I, LLC, and Joshua Sason disclosedthat, as of May 21, 2013, they beneficially owned 8,500,000 sharesof common stock of Intellicell Biosciences, Inc., representing9.93 percent of the shares outstanding. A copy of the regulatoryfiling is available at http://is.gd/L3jmPP

About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,was formed on Aug. 13, 2010, under the name "Regen Biosciences,Inc." as a pioneering regenerative medicine company to develop andcommercialize regenerative medical technologies in large marketswith unmet clinical needs. On Feb. 17, 2011, the company changedits name from "Regen Biosciences, Inc." to "IntelliCellBioSciences Inc". To date, IntelliCell has developed proprietarytechnologies that allow for the efficient and reproducibleseparation of stromal vascular fraction (branded"IntelliCell(TM)") containing adipose stem cells that can beperformed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in anaccumulated deficit of $43,079,590 and a working capital deficitof $3,811,024 as of March 31, 2012, respectively. However, if thenon-cash expense related to the Company's change in fair value ofderivative liability and stock based compensation is excluded thenthe accumulated deficit amounted to $4,121,538. Further lossesare anticipated in the continued development of its business,raising substantial doubt about the Company's ability to continueas a going concern.

The Company's balance sheet at Sept. 30, 2012, showed$4.15 million in total assets, $7.31 million in total liabilitiesand a $3.16 million total stockholders' deficit.

INTERFAITH MEDICAL: Cash Collateral Use Extended Until June 10--------------------------------------------------------------Judge Carla E. Craig of the U.S. Bankruptcy Court for the SouthernDistrict of New York entered a sixth interim order furtherextending Interfaith Medical Center, Inc., et al.'s use of thecash collateral securing their prepetition indebtedness. A finalhearing on the motion will be held on June 10, 2013, at 2:00 p.m.(prevailing Eastern Time), with an objection deadline of June 3.

About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-Stuyvesant and an ambulatory care network of eight clinics incentral Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed$111,872,972 in assets and $193,540,998 in liabilities as of theChapter 11 filing.

INTERLEUKIN GENETICS: Growth Equity Owned 25.9% Stake at May 17---------------------------------------------------------------In a Schedule 13D filing with the U.S. Securities and ExchangeCommission, Growth Equity Opportunities Fund III, LLC, and itsaffiliates disclosed that, as of May 17, 2013, they beneficiallyowned 22,719,382 shares of common stock of Interleukin Genetics,Inc., representing 25.9 percent of the shares outstanding. A copyof the regulatory filing is available at http://is.gd/ilbgNV

Interleukin Genetics disclosed a net loss of $5.12 million in2012, as compared with a net loss of $5.02 million in 2011. TheCompany's balance sheet at March 31, 2013, showed $2.17 million intotal assets, $16.95 million in total liabilities and a $14.78million total stockholders' deficit.

Grant Thornton LLP, in Boston, Massachusetts, issued a "goingconcern" qualification on the consolidated financial statementsfor the year ended Dec. 31, 2012. The independent auditors notedthat the Company incurred a net loss of $5,120,084 during the yearended December 31, 2012, and as of that date, the Company's totalliabilities exceeded its total assets by $13,623,800. Theseconditions, among other factors, raise substantial doubt about theCompany's ability to continue as a going concern.

Bankruptcy Warning

"We have retained a financial advisor and are actively seekingadditional funding, however, based on current economic conditions,additional financing may not be available, or, if available, itmay not be available on favorable terms. In addition, the termsof any financing may adversely affect the holdings or the rightsof our existing shareholders. For example, if we raise additionalfunds by issuing equity securities, further dilution to our then-existing shareholders will result. Debt financing, if available,may involve restrictive covenants that could limit our flexibilityin conducting future business activities. We also could berequired to seek funds through arrangements with collaborators orothers that may require us to relinquish rights to some of ourtechnologies, tests or products in development. Our common stockwas delisted from the NYSE Amex in 2010 and is currently tradingon the OTCQBTM. As a result, our access to capital through thepublic markets may be more limited. If we cannot obtainadditional funding on acceptable terms, we may have to discontinueoperations and seek protection under U.S. bankruptcy laws."

INTERLEUKIN GENETICS: Bay City Held 26.2% Equity Stake at May 17----------------------------------------------------------------In a Schedule 13D filing with the U.S. Securities and ExchangeCommission, Bay City Capital LLC and its affiliates disclosedthat, as of May 17, 2013, they beneficially owned 36,001,285shares of common stock of Interleukin Genetics, Inc., representing26.2% of the shares outstanding. A copy of the regulatory filingis available for free at http://is.gd/zT4g2c

Interleukin Genetics disclosed a net loss of $5.12 million in2012, as compared with a net loss of $5.02 million in 2011.

Grant Thornton LLP, in Boston, Massachusetts, issued a "goingconcern" qualification on the consolidated financial statementsfor the year ended Dec. 31, 2012. The independent auditors notedthat the Company incurred a net loss of $5,120,084 during the yearended December 31, 2012, and as of that date, the Company?s totalliabilities exceeded its total assets by $13,623,800. Theseconditions, among other factors, raise substantial doubt about theCompany's ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $2.17million in total assets, $16.95 million in total liabilities and a$14.78 million total stockholders' deficit.

Bankruptcy Warning

"We have retained a financial advisor and are actively seekingadditional funding, however, based on current economic conditions,additional financing may not be available, or, if available, itmay not be available on favorable terms. In addition, the termsof any financing may adversely affect the holdings or the rightsof our existing shareholders. For example, if we raise additionalfunds by issuing equity securities, further dilution to our then-existing shareholders will result. Debt financing, if available,may involve restrictive covenants that could limit our flexibilityin conducting future business activities. We also could berequired to seek funds through arrangements with collaborators orothers that may require us to relinquish rights to some of ourtechnologies, tests or products in development. Our common stockwas delisted from the NYSE Amex in 2010 and is currently tradingon the OTCQBTM. As a result, our access to capital through thepublic markets may be more limited. If we cannot obtainadditional funding on acceptable terms, we may have to discontinueoperations and seek protection under U.S. bankruptcy laws."

IRWIN MORTGAGE: Taps Aon Insurance to Assist in Stock Sale----------------------------------------------------------Irwin Mortgage Corporation asks the U.S. Bankruptcy Court for theSouthern District of Ohio for permission to employ Aon InsuranceManagers (Cayman) Ltd., to assist with the sale of the Debtor'sstock in Irwin Reinsurance Corporation in accordance with theDebtor's separate motion for an order authorizing the sale of theIRC Stock to zInsureRe, Inc.

The Debtor and Aon agreed that, subject to the Court's approval,the Debtor would engage Aon and be responsible for payment ofAon's fees from the $800,000 purchase price. Accordingly, theAon Agreement replaces and supersedes the prior agreement; theprior agreement is terminated; and IRC will have no obligation topay any fees or other compensation to Aon.

The Debtor proposes to pay Aon a fee of 1.5% of the cash actuallyreceived from the transaction, excluding the pre-closing transfersfrom IRC to IMC. As the transaction is structured in the 363motion, AON's fee would be $12,000. The Debtor has not paid Aonany compensation.

To the best of Debtor's knowledge, Aon is a "disinterested person"as that term is defined in Section 101(14) of the Bankruptcy Code.

About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based inDublin, Ohio, originated, purchased, sold and servicedconventional and government agency backed residential mortgageloans throughout the United States. However, in 2006 andcontinuing into early 2007, IMC sold substantially all of itsassets, including its mortgage origination business, its mortgageservicing business, and its mortgage servicing rights portfolio,to a number of third party purchasers. As a result of thosesales, IMC terminated its operations and has been winding downsince 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. OhioCase No. 11-57191) on July 8, 2011. Judge Charles M. Caldwellpresides over the case. In its petition, the Debtor estimatedassets of $10 million to $50 million, and debts of $50 million to$100 million. The petition was signed by Fred C. Caruso,president. In its schedules, the Debtor disclosed $25,661,329in assets and $219,353,376 in liabilities.

The Court confirmed the Plan of Liquidation proposed by IrwinMortgage Corporation and the subsequent modification as set forthin the First Amended Plan of Liquidation, filed Jan. 30, 2013.

ISAACSON STEEL: Hearing on Case Conversion Continued Until Aug. 6-----------------------------------------------------------------The U.S. Bankruptcy Court for the District of New Hampshirecontinued until Aug. 6, 2013, at 1:30 a.m., the hearing toconsider motion to convert the Chapter 11 case of IsaacsonStructural Steel, Inc., to one under Chapter 7.

As reported in the Troubled Company Reporter on April 5, 2013, theU.S. Trustee sought for the conversion of the cases so that adisinterested trustee may promptly investigate claims againstthird parties, including insiders or affiliates of the Debtors, orparties related to insiders or affiliates of the Debtors.According to the U.S. Trustee, a disinterested trustee is neededto review the Debtors' conduct as recent pleadings filed with theCourt disclose the existence of a federal Grand Jury and otherfraud investigation underway by the U.S. Attorney for the Districtof Vermont.

The U.S. Trustee said that after negotiating the terms of the saleof substantially all of the tangible assets of the companies, theDebtors' officers and directors have essentially abandoned theirresponsibilities as fiduciaries and a void exists in themanagement of the Debtors' estates.

"Although these cases have been pending for almost two years, theDebtors have failed to file a plan or disclosure statement, andhave failed to demonstrate any meaningful progress towards thesuccessful completion of this case. Since the sale approximatelya year ago, the Debtors' operating reports have been filed andexecuted by an estate professional, not by an officer of theDebtor as required, and furthermore, the reports that have beenfiled lack sufficient information to permit the Court or theUnited States Trustee to determine whether the Debtors' estatesare administratively insolvent," the Trustee stated.

Isaacson Structural Steel estimated both assets and debts of$10 million to $50 million. The petition was signed by Arnold P.Hanson, Jr., president.

An official committee of unsecured creditors has been appointed inIsaacson Structural Steel's case. Nixon Peabody LLP, and MesirowFinancial Consultants represents the Committee.

A bankruptcy petition was also filed for Isaacson Steel, Inc.(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimatingassets and debts of $1 million to $10 million. The petition wassigned by Arnold P. Hanson, Jr., president. William S. Gannon,Esq., also represents Isaacson Steel.

The cases are now being jointly administered.

No trustee or examiner has been appointed in this case.

ISTAR FINANCIAL: Shareholders Elect Six Directors-------------------------------------------------iStar Financial Inc. held its 2013 Annual Meeting of Shareholdersin New York, New York, on May 21, at which the shareholders:

(ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2013; and

(iii) approved, on an advisory basis, the compensation of the Company's named executive officers and other named officers.

On May 21, 2013, the board of directors of iStar Financialauthorized and approved amended bylaws permitting informal actionsto be taken via electronic transmission.

About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-tailored investment capital to high-end private and corporateowners of real estate, including senior and mezzanine real estatedebt, senior and mezzanine corporate capital, as well as corporatenet lease financing and equity. The Company, which is taxed as areal estate investment trust, provides innovative and value addedfinancing solutions to its customers.

iStar Financial incurred a net loss of $241.43 million in 2012,following a net loss of $25.69 million in 2011. The companyreported a net loss of $41.3 million on $94.5 million of revenuein the first quarter of 2013.

* * *

In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer defaultrating and revised the outlook to "positive" from "stable." Therevision of the outlook to positive is based on the company'sdemonstrated access to the unsecured debt market, which, combinedwith certain secured debt refinancings, have significantlyimproved SFI's near-term debt maturity profile.

In October 2012, Moody's Investors Service upgraded the corporatefamily rating to B2 from B3. The current rating reflects theREIT's success in extending near term debt maturities andimproving fundamentals in commercial real estate. The ratings onthe October 2012 senior secured credit facility takes into accountthe asset coverage, the size and quality of the collateral pool,and the term of facility.

J.C. PENNEY: Consummates $2.25 Billion Term Loan------------------------------------------------J. C. Penney Company, Inc.'s wholly owned subsidiary, J. C. PenneyCorporation, Inc., has entered into a new five-year $2.25 billionsenior secured term loan credit facility. The size of thefacility was increased from the $1.75 billion anticipated in thecommitment letter the Company announced on April 29, 2013.Proceeds of the term loan credit facility will be used to financethe cash tender offer for the Notes and to fund ongoing workingcapital requirements and other general corporate purposes. Theterm loan credit facility is guaranteed by the Company and certainsubsidiaries of JCP, and is secured by mortgages on certain realestate of JCP and the guarantors, in addition to substantially allother assets of JCP and the guarantors.

Chief Financial Officer Ken Hannah said, "We are extremely pleasedwith the consummation of our term loan and the success of ourtender offer. We appreciate the strong demand from investors andtheir confidence in jcpenney's future. This new funding gives usthe financial flexibility to pursue our plans to put the Companyback on a path to profitable growth."

Goldman Sachs Bank USA was the lead arranger of the term loancredit facility, with Barclays, J.P. Morgan Securities LLC, BofAMerrill Lynch and UBS Securities LLC serving as the other jointarrangers.

The Company also announced that JCP amended its revolving creditfacility to increase the amount of additional first and secondlien indebtedness that it can incur to $2.25 billion, whichpermits the borrowing of the loans under the new term loan creditfacility. Pricing and maturity terms under the revolving creditfacility remain unchanged.

Initial Settlement of Tender Offer and Consent Solicitation

The Company, as co-obligor on the Notes, and JCP, as issuer of theNotes, announced the acceptance for purchase and payment of all ofthe $242,782,000 in aggregate principal amount of JCP's 7 1/8percent Debentures Due 2023 validly tendered (and not validlywithdrawn) prior to 5:00 p.m., New York City time, on May 20,2013, pursuant to JCP's previously announced cash tender offer forthe Notes and related solicitation of consents to certain proposedamendments to the indenture, as amended and supplemented,governing the Notes to eliminate most of the restrictive covenantsand certain events of default and other provisions in theIndenture. Payment of the tendered Notes pursuant to the InitialSettlement was made today and holders who validly tendered (anddid not validly withdraw) their Notes prior to the ConsentExpiration received a total consideration equal to $1,450 per$1,000 principal amount of the Notes, which included a consentpayment of $50 for each $1,000 principal amount of the Notes, plusaccrued and unpaid interest to, but not including, the applicablepayment date for the Notes.

As previously announced, upon receipt of the requisite consentsfrom holders of the Notes, JCP, the Company and Wilmington Trust,National Association, the successor trustee under the Indenture,executed a supplemental indenture to the Indenture to effect theIndenture Amendments. Pursuant to the terms of the SupplementalIndenture, the Supplemental Indenture became effective uponexecution, and the Indenture Amendments became operative upon theInitial Settlement. Notes outstanding following the InitialSettlement are subject to the terms of the Supplemental Indentureeven if the holders of such Notes did not consent to the IndentureAmendments.

The tender offer will expire at 11:59 p.m., New York City time, onJune 4, 2013, unless extended or terminated. Holders who tendertheir Notes after the Consent Expiration, but before theExpiration Time, will be eligible to receive $1,400 per $1,000principal amount of the Notes, plus accrued and unpaid interestto, but not including, the applicable payment date for the Notes.

D.F. King & Co., Inc. is acting as tender and information agentfor the tender offer and consent solicitation. Requests forcopies of the tender offer documents may be directed to D.F. King& Co., Inc. at (212) 269-5550 (banks and brokers) or (800) 290-6427 (toll-free).

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'slargest department store operators with about 1,100 locations inthe United States and Puerto Rico.

J.C. Penney disclosed a net loss of $985 million in 2012, ascompared with a net loss of $152 million in 2011. The Company'sbalance sheet at Feb. 2, 2013, showed $9.78 billion in totalassets, $6.61 billion in total liabilities and $3.17 billion intotal stockholders' equity.

Early in March 2013, Standard & Poor's Ratings Services loweredits corporate credit rating on Penney to 'CCC+' from 'B-'. Theoutlook is negative. At the same time, S&P lowered the issue-level rating on the company's unsecured debt to 'CCC+' from 'B-'and maintained its '3' recovery rating on this debt, indicatingS&P's expectation of meaningful (50% to 70%) recovery fordebtholders in the event of a payment default.

"The downgrade reflects the performance erosion that hasaccelerated throughout the previous year and seems likely topersist over the next 12 months," explained Standard & Poor'scredit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's IssuerDefault Ratings to 'B-' from 'B'. The Rating Outlook is Negative.The rating downgrades reflect Fitch's concerns that there is alack of visibility in terms of the Company's ability to stabilizeits business in 2013 and beyond after a precipitous decline inrevenues leading to negative EBITDA of $270 million in 2012.Penney, Fitch said, will need to tap into additional funding tocover a projected FCF shortfall of $1.3 billion to $1.5 billion in2013, which could begin to strain its existing sources ofliquidity.

In February 2013, Penney received a notice of default from a lawfirm representing more than 50% of its 7.4% Debentures due 2037.The Company has filed a lawsuit in Delaware Chancery Court seekingto block efforts by the bondholder group to declare a default onthe 2037 bonds. Penney also asked lawyers at Brown Rudnick LLP toidentify the investors they represent.

In March 2013, Penney received a letter from bondholderswithdrawing and rescinding the Notice of Default.

On April 12, 2013, Penney borrowed $850 million out of its $1.85billion committed revolving credit facility with JPMorgan ChaseBank, N.A., as Administrative Agent, and Wells Fargo Bank,National Association, as LC Agent. Penney said the move was toenhance the Company's financial flexibility and position.

JAMES RIVER: Silverback Asset Held 8.8% Equity Stake at May 17--------------------------------------------------------------Silverback Asset Management, LLC, and its affiliates disclosedthat, as of May 17, 2013, they beneficially owned 3,455,400shares of common stock of James River Coal Company representing8.8 percent of the shares outstanding. A copy of the Schedule 13Gis available for free at http://is.gd/5LIVoQ

About James River

Headquartered in Richmond, Virginia, James River Coal Company(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coalprimarily to electric utility companies and industrial customers.The company's mining operations are managed through six operatingsubsidiaries located throughout eastern Kentucky and in southernIndiana.

James River reported a net loss of $138.90 million in 2012,as compared with a net loss of $39.08 million in 2011. TheCompany's balance sheet at March 31, 2013, showed $1.16 billion intotal assets, $944.75 million in total liabilities and $215.26million in total shareholders' equity.

* * *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Servicedowngraded James River Coal Company's Corporate Family Rating("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.The downgrades reflects weakening credit protection metrics as aresult of a very difficult environment facing coal producers inCentral Appalachia and Moody's view that the company's earningsand cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's RatingsServices raised its corporate credit rating on Richmond, Va.-basedJames River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understandthat the company has stopped repurchasing its debt at deepdiscounts, for the time being," said credit analyst MeganJohnston.

JEH COMPANY: Section 341(a) Meeting Scheduled for July 12---------------------------------------------------------A meeting of creditors in the bankruptcy case of JEH Company willbe held on July 12, 2013, at 10:30 a.m. at FTW 341 Rm 7A24.Creditors have until Oct. 10, 2013, to submit their proofs ofclaim.

This is the first meeting of creditors required under Section341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. Thismeeting of creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

JMW AUTO: Lowell Cage Remains as Chapter 7 Trustee--------------------------------------------------In a May 29, 2013 Memorandum Opinion available athttp://is.gd/ylteEOfrom Leagle.com, Bankruptcy Judge Marvin Isgur ruled that Lowell Cage has faithfully honored his duties astrustee in the Chapter 7 proceeding of JMW Auto Sales and thus,will not be removed from that position.

Among those that gave rise to concerns on Mr. Cage's capacity astrustee are (1) the transfer of a 2001 Lexus car to Sonny Adams, aJMW employee, from large creditor Automotive Finance Corporationwithout him providing consideration for the vehicle; and (2)certain creditors' complaint over Mr. Cage alleged high legalcosts.

JMW was in the retail used car business and provided in-housefinancing on its vehicles. An involuntary chapter 7 petition wasfiled on behalf of JMW Auto Sales, L.L.C., Case No. 07-37364(Bankr. S.D.Tex.). The principals of JMW, Marvin and Joan Moyefiled a voluntary chapter 7 petition on November 6, 2007, Case No.07-37770. Mr. Cage was appointed Chapter 7 trustee and thebankruptcy court allowed the trustee to retain his own law firm,Cage, Hill & Niehaus L.L.P.

K-V PHARMACEUTICAL: Battle Amps Up as Silver Point Boosts Offer---------------------------------------------------------------Maria Chutchian of BankruptcyLaw360 reported that a group ofsenior bondholders led by Silver Point Finance LLC upped theiroffer to take control of the bankrupt K-V Pharmaceutical Co. inresponse to a group of investors that raised the stakes byincreasing their own proposal just days ago.

An earlier report by BankruptcyLaw360 said that an investor groupthat has proposed a Chapter 11 plan that would allow it to takeover K-V Pharmaceutical Co. upped its proposal to $275 million inNew York bankruptcy court. According to the report, the group,which includes Greywolf Capital Partners II LP, Capital VenturesInternational, Deutsche Bank Securities Inc. and Kingdon CapitalManagement LLC, recently wooed K-V with an alternative plan thatoffered more than five times its previous offer.

The competition for the women's health care company and itssubsidiaries, known for preterm birth prevention drug Makena,makes clear that investors expect great results once they exitbankruptcy.

The U.S. Trustee appointed five members to serve in the OfficialCommittee of Unsecured Creditors. Kristopher M. Hansen, Esq.,Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &Stroock & Lavan LLP, represent the Creditors Committee.

K-V PHARMACEUTICAL: Seeks Approval of Deal with State of Texas--------------------------------------------------------------BankruptcyData reported that K-V Pharmaceutical filed with theU.S. Bankruptcy Court a settlement agreement with the State ofTexas and Ven-a-Care of the Florida Keys, Inc.

Under this agreement, Claim No. 300 shall be deemed allowed as ageneral unsecured claim against K-V Pharmaceutical in the fixed,liquidated amount of $3,000,000 and the State of Texas shall bepaid a pro rata distribution on account of the allowed Texas claimin accordance with any confirmed Chapter 11 plan, the BData reportsaid, citing court documents.

Simultaneously, the Texas action and the Company stay enforcementmotion will be withdrawn, the BData report added. The Texasaction is a whistleblower suit alleging the company made falseclaims to the state's Medicaid program, Lance Duroni ofBankruptcyLaw360 reported, citing court documents.

In a motion to approve the settlement, K-V said it still disputesthe state's allegations, but that the deal was in the bestinterests of its creditors, considering Texas was asserting claimsworth potentially tens of millions of dollars, the BLaw360 reportsaid.

The U.S. Trustee appointed five members to serve in the OfficialCommittee of Unsecured Creditors. Kristopher M. Hansen, Esq.,Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &Stroock & Lavan LLP, represent the Creditors Committee.

-- The rating outlooks on KMI, El Paso, and EPB and its subsidiaries were revised to positive from stable.

"Our ratings on Houston, Texas-based midstream energy company KMIreflect the company's "strong" business risk profile and"aggressive" financial risk profile as our criteria define theterms. We revised the business risk profile to "strong" from"satisfactory" based largely on the company's improved scale andthe high percentage of fee-based cash flows. KMI's credit qualitycenters on its ownership of Kinder Morgan G.P. Inc., the generalpartner of the master limited partnership (MLP) of KMP, El PasoCorp., including El Paso's general and limited partnershipinterests in EPB, and a minority equity interest in NGPL PipeCo.LLC. As of March 31, 2013, KMI and its subsidiaries had about$34 billion of total reported debt, while KMI and El Paso hadabout $9.5 billion of debt collectively on a stand-alone basis,"S&P said.

"Our outlook on KMI's ratings is positive. KMI's ability tocomplete its deleveraging plan and associated asset dropdowns toKMP and EPB while maintaining consolidated debt/EBITDA in the low5x area and stand-alone debt/EBITDA of roughly 3x could ultimatelylead to a higher rating. The outlook could be stabilized if KMI'sconsolidated and stand-alone debt/EBITDA are sustained above 5.5xand 4x, respectively. A stable outlook could also occur ifadditional debt-financed acquisitions or a decline in cash flowsfrom its subsidiaries weakens its financial risk profile," S&Padded.

"Our rating outlook on El Paso is positive and reflects our ratingoutlook on KMI. El Paso's corporate credit rating is also in linewith our rating on KMI. KMI's management exerts significantcontrol over El Paso, especially regarding its financial policies.KMI's ability to complete its deleveraging plan and associatedasset dropdowns to KMP and EPB while maintaining consolidateddebt/EBITDA in the low 5x area and stand-alone debt/EBITDA ofroughly 3x could ultimately lead to a higher rating," S&P noted.

At the same time, S&P raised its issue-level rating on thecompany's $400 million term loan to 'BB' from 'BB-' and revisedits recovery rating to '1' from '3', indicating its expectation ofvery high recovery (90% to 100%) in the event of a paymentdefault.

"The downgrade reflects weaker-than-expected operating performanceat Kronos because of significant deterioration in TiO2 marketconditions, which should remain weak through much of 2013 beforegradually recovering," said Standard & Poor's credit analystSeamus Ryan. "We expect the company's EBITDA to be negative inthe first half of 2013 and that its funds from operations to totaladjusted debt will approach 10% in 2013," he added.

"The ratings on Kronos reflect the company's limited focus on thehighly cyclical, commodity-based TiO2 market and our expectationthat credit metrics will be at trough levels in 2013. Because weview the company's concentrated ownership and complex corporatestructure as risk factors, we focus our analysis of the company'scredit metrics at Valhi, Kronos's parent company. The ratingsalso reflect our expectation that, although weaker industryconditions could persist for at least several more quarters, agradual industry recovery should support an improvement to creditmetrics in 2014 to the 20% funds from operations (FFO) to totaldebt we expect at the rating. In addition, we believe that thecompany's growth and shareholder rewards plans will not increaseits debt leverage beyond our expectations for the ratings. Wecharacterize the company's business risk profile as "weak" and itsfinancial risk profile as "aggressive", S&P noted

The stable outlook reflects S&P's expectation that, despiteweakened industry conditions, Kronos's operating results willimprove over the next few quarters to support adequate liquidityand financial metrics appropriate for the ratings. S&P alsoexpects that management will maintain a prudent approach tofunding growth and shareholder rewards.

S&P could lower the ratings if it expects continued weakness inend-market demand and declining selling prices to lead to EBITDAmargins well below 10% through 2014. In this scenario, S&P wouldexpect FFO to total debt to remain in the 10% to 12% range overthat period. S&P could also lower the ratings if the company usesadditional debt to fund growth plans or shareholder rewardswithout an offsetting improvement to its business risk profile, orif environmental liabilities increase meaningfully as a result ofadditional accounting disclosure on remediation obligations.

S&P could raise ratings if TiO2 industry conditions recover morequickly than expected over the next year, leading to greater than10% revenue growth in 2014 and EBITDA margins of about 15%. Inthis scenario S&P would expect FFO to total debt to surpass 30%.However, because of the highly cyclical, commodity-based nature ofthe company's operations, S&P would look for additional evidencethat improved credit metrics are sustainable in order to considera higher rating.

According to the report, the Lehman parent said in mid-May that itwas looking to sell its $14 billion unsecured claim against thebrokerage, which is in a separate liquidation. The new sale,announced May 31, is the second sale of part of the $14 millionapproved claim.

The report notes that on May 22 Lehman disclosed agreement to sell$4.22 billion of the claim for 44.5 percent, to generate $1.88billion. The credit trading desk of JPMorgan Chase & Co. arrangedthe trade for the Lehman holding company, according to ElizabethSeymour, a bank spokeswoman. Selling the claim became possible asthe result of a settlement between the Lehman parent and thetrustee for the Lehman broker that was approved as part of alarger settlement authorized by the bankruptcy court in April.

The report relates that in addition to the $14 billion unsecuredclaim, the settlement gave the Lehman holding company $2 billioncash and a $240 million priority claim. Selling the claim againstthe broker for cash will enable the holding company to acceleratedistribution to its creditors because the trustee for the Lehmanbroker isn't in a position yet to make distributions on generalclaims.

The report says that the sale of the claim won't occur until thesettlement between the Lehman parent and brokerage becomeseffective.

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012, a second payment of $10.2 billion on Oct. 1, 2012, anda third distribution of $14.2 billion on April 4, 2013. Thebrokerage is yet to make a first distribution to non-customers.

LEHMAN BROTHERS: Battle over 2008 Sale Goes Before Appeals Panel----------------------------------------------------------------Nick Brown, writing for Reuters, reported that Lehman Brothers'defunct brokerage told an appeals court it was entitled tobillions of dollars in cash it says was wrongly included in its2008 sale to Barclays Plc.

According to the report, the arguments in federal appeals court inNew York renewed a murky, years-old court battle with hugeimplications for the brokerage's creditors, including Lehmanaffiliates and hedge funds.

"It was made very clear" in the asset purchase agreement "what wasgoing to Barclays and what was staying behind," said thebrokerage's lawyer, William Maguire, the report related. "The dealdidn't exclude just some cash, it excluded all cash."

The dispute has its roots in the hectic sale of the brokerage'sassets to Barclays in the days following the $639 billionbankruptcy of parent company Lehman Brothers Holdings Inc inSeptember of 2008, the report recalled. The brokerage contendsthe $250 million deal did not include the brokerage's cash assets.But Barclays says otherwise, relying on a so-called clarificationletter signed after the deal was approved.

The case is No. 12-2322, U.S. Court of Appeals for the SecondCircuit.

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012 and a second payment of $10.2 billion on Oct. 1. Athird distribution is set for around March 30, 2013. Thebrokerage is yet to make a first distribution to non-customers.

LEHMAN BROTHERS: Investors Get $640MM Fraud Suit Sent to State Ct.------------------------------------------------------------------Stewart Bishop of BankruptcyLaw360 reported that a New Yorkfederal judge found that a $640 million securities fraud caseagainst a Lehman Brothers Holdings Inc. unit can be timelyadjudicated in state court and won't significantly impact theliquidation of Lehman's estate.

According to the report, U.S. District Judge Lorna G. Schofieldruled that although another judge had previously rejected anearlier request for mandatory abstention based on the factor ofwhether the case would suffer greater delay in state court, thatruling is not binding.

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012 and a second payment of $10.2 billion on Oct. 1. Athird distribution is set for around March 30, 2013. Thebrokerage is yet to make a first distribution to non-customers.

LEHMAN BROTHERS: Trustee Pushes 2nd Circ. to Reverse Barclays Win-----------------------------------------------------------------Richard Vanderford of BankruptcyLaw360 reported that the trusteein charge of liquidating Lehman Brothers Inc. urged the SecondCircuit to undo a court decision that awarded $4 billion of itscollateral to Barclays PLC, a long-contested aspect of Barclays'financial crisis-era purchase of the brokerage.

According to the report, Barclays' deal to buy most of Lehman'sassets, approved by a bankruptcy court judge in September 2008,did not give Barclays a legitimate claim to Lehman's collateral, alawyer for trustee James W. Giddens told a panel of judges at oralarguments in Manhattan.

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012 and a second payment of $10.2 billion on Oct. 1. Athird distribution is set for around March 30, 2013. Thebrokerage is yet to make a first distribution to non-customers.

LEHMAN BROTHERS: Can Sell More Claims Against Brokerage Unit------------------------------------------------------------Saabira Chaudhuri and Joseph Checkler writing for Daily BankruptcyReview reports that Lehman Brothers Holdings Inc. is selling moreof the claims against its defunct brokerage, as part of acontinuing strategy to quickly recover money that will go to itscreditors.

Lehman said May 30 it will sell an additional $1.06 billion of itsgeneral unsecured claims against the brokerage unit, LehmanBrothers Inc., which is being unwound by trustee James W. Giddens.

About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. Formore than 150 years, Lehman Brothers has been a leader in theglobal financial markets by serving the financial needs ofcorporations, governmental units, institutional clients andindividuals worldwide.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.District Court for the Southern District of New York, entered anorder commencing liquidation of Lehman Brothers, Inc., pursuantto the provisions of the Securities Investor Protection Act (CaseNo. 08-CIV-8119 (GEL)). James W. Giddens has been appointed astrustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase ofLehman Brothers' North American investment banking and capitalmarkets operations and supporting infrastructure for US$1.75billion. Nomura Holdings Inc., the largest brokerage house inJapan, purchased LBHI's operations in Europe for US$2 plus theretention of most of employees. Nomura also bought Lehman'soperations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, morethan three years after it filed the largest bankruptcy in U.S.history. The Chapter 11 plan for the Lehman companies other thanthe broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors inApril 2012 and a second payment of $10.2 billion on Oct. 1. Athird distribution is set for around March 30, 2013. Thebrokerage is yet to make a first distribution to non-customers.

Mr. van Oppen has been a partner at Trilogy Partnership, a privateinvestment firm focused on technology and telecommunications,since 2006. Prior to joining Trilogy, Mr. van Oppen served asChief Executive Officer and Chairman of the Board for AdvancedDigital Information Corporation, a data storage company, for 12years, from 1994 through its acquisition by Quantum Corp. in 2006.Prior to ADIC, Mr. van Oppen served as President and ChiefExecutive Officer of Interpoint, a predecessor company to ADIC,from 1989 until its acquisition by Crane Co. in October 1996, andhad also been a consultant at PricewaterhouseCoopers and Bain &Company. Mr. van Oppen currently serves as the Chairman of theBoard of Trustees and is the former Chair of the InvestmentCommittee at Whitman College and serves on the boards of directorsof several private companies. Mr. van Oppen was formerly adirector of Isilon Systems, Inc.

The Board has determined that Mr. van Oppen is independent withinthe meaning of the listing standards of The New York StockExchange.

Mr. van Oppen will earn fees for Board service consisting of a$75,000 annual cash retainer. As a member of the CompensationCommittee, in addition to his other compensation as a Boardmember, Mr. van Oppen will receive a cash retainer of $15,000.Level 3 will also compensate Mr. van Oppen with a grant ofrestricted stock units as of July 1 of each year, with the numberof units determined by dividing $150,000 by the volume-weightedaverage price of Level 3's common stock over the period fromJanuary 1 to June 30, subject to a cap of 6,666 units. Theserestricted stock units vest and settle in shares of Level 3'scommon stock, par value $.01 per share, on the first anniversaryof grant.

Mr. van Oppen was also awarded an initial grant of restrictedstock units with a value of $150,000 on the date of grant, whichwas March 1, 2013. The restrictions on transfer for this initialgrant lapse 100 percent on the third anniversary of the date ofgrant.

About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,Inc., is a publicly traded international communications companywith one of the world's largest communications and Internetbackbones.

Level 3 incurred a net loss of $422 million in 2012, a net loss of$756 million in 2011, and a $622 net loss in 2010. The Company'sbalance sheet at March 31, 2013, showed $12.88 billion in totalassets, $11.77 billion in total liabilities and $1.10 billion intotal stockholders' equity.

LIFECARE HOLDINGS: Settlement Approval Paves Way for Carlyle Sale-----------------------------------------------------------------Jamie Santo of BankruptcyLaw360 reported that a Delawarebankruptcy judge signed off on a proposed settlement betweenLifeCare Holdings Inc.'s creditors committee and its privateequity purchaser, removing the final obstacle to hospital group's$320 million sale to The Carlyle Group LP.

According to the report, the federal government and the U.S.trustee argued the agreement should be rejected because it wouldpay junior creditors while more senior claims went wanting, butU.S. Bankruptcy Judge Kevin Gross overruled their objections,finding that the absolute priority rule did not come into play.

About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business asLifeCare Hospitals, operate eight "hospital within hospital"facilities and 19 freestanding facilities in 10 states. Thehospitals have about 1,400 beds at facilities in Louisiana, Texas,Pennsylvania, Ohio and Nevada. LifeCare is controlled by CarlyleGroup, which holds 93.4% of the stock following a $570 millionacquisition in August 2005.

The Debtors disclosed assets of $422 million and liabilitiestotaling $575.9 million as of Sept. 30, 2012. As of thebankruptcy filing, total long-term obligations were $482.2 millionconsisting of, among other things, institutional loans andunsecured subordinated loans. A total of $353.4 million is owingunder the prepetition secured credit facility. A total of$128.4 million is owing on senior subordinated notes. LifeCareHospitals of Pittsburgh, LLC, a debtor-affiliate disclosed$24,028,730 in assets and $484,372,539 in liabilities as of theChapter 11 filing.

LIGHTSQUARED INC: Lands Exit Financing Deal With Jefferies----------------------------------------------------------Maria Chutchian of BankruptcyLaw360 reported that LightSquaredInc. said it reached a deal with Jefferies LLC to finance its exitfrom bankruptcy but is asking a court to keep the terms of theagreement under wraps in an effort to keep the information out ofthe hands of competing financial institutions.

According to the report, in a court filing, LightSquared soughtapproval for the financing, which it says should fulfill thecompany's prepetition debt and serve as a critical step towardrepaying its creditors and exiting bankruptcy.

LightSquared had invested more than $4 billion to deploy anintegrated satellite-terrestrial network. In February 2012,however, the U.S. Federal Communications Commission toldLightSquared the agency would revoke a license to build out thenetwork as it would interfere with global positioning systems usedby the military and various industries. In March 2012, theCompany's partner, Sprint, canceled a master services agreement.LightSquared's lenders deemed the termination of the Sprintagreement would trigger cross-defaults under LightSquared'sprepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate aglobal restructuring that would provide LightSquared withliquidity and runway necessary to resolve its issues with the FCC.Despite working diligently and in good faith, however,LightSquared and the lenders were not able to consummate a globalrestructuring on terms acceptable to all interested parties.

LIVINGVENTURES INC: Incurs $465K Net Loss in First Quarter----------------------------------------------------------LivingVentures, Inc., formerly known as Green Global Investments,Inc., filed its quarterly report on Form 10-Q, reporting a netloss of $465,225 on $194,869 of revenue for the three months endedMarch 31, 2013, compared with a net loss of $187,345 on $0 revenuefor the same period last year.

The Company's balance sheet at March 31, 2013, showed $2.8 millionin total assets, $2.6 million in total liabilities, andstockholders' equity of $150,282.

"The Company sustained an accumulated net loss of $2,603,346 forthe period from Dec. 17, 1999 (inception) to March 31, 2013. Thisraises substantial doubt about its ability to continue as a goingconcern."

AVF holds a claim against the Debtor for roughly $3.8 million,secured by the Baymont Hotel owned by the Debtor.

"This case involves a Chapter 11 debtor hotel owner thatexperienced financial difficulties as the result of the unexpectedloss of its prior franchise and the nationwide recession. In aremarkable turnaround, this debtor has been able to recover duringits bankruptcy case due to a rising Austin hotel market that isincreasing its revenue and value. As more people travel to Austinto engage in leisure pursuits -- whether it be to see live music,watch independent films, attend college football games, orexperience a new racetrack that is close by -- a segment of theseout-of-towners are taking 'refuge from home life' at the debtor'slimited service hotel. As a result, in a difficult (but notunprecedented) legal setting, this particular Chapter 11 debtorcan successfully cramdown its plan of reorganization on anobjecting secured creditor that recently acquired the debtor'sloan." Judge Mott said.

The Court directed the Debtor's counsel to submit a proposed formof order confirming the Debtor's Modified Second Amended Plan ofReorganization within 14 days after entry of the Court's Opinion.

The Court on April 25, 2013, conducted the confirmation hearingregarding the First Amended Plan of Reorganization, as amended bythe Second Amended Plan of Reorganization, and as modified by theModified Second Amended Plan of Reorganization. AVF filed the loneobjection.

LUXEYARD INC: Chief Operating Officer Resigns---------------------------------------------LuxeYard, Inc., said that Jerome Wilkerson, the Company's chiefoperating officer, chief technology officer and chief financialofficer signatory resigned from his positions at the Company andits subsidiaries. The Company said suitable replacements will bedetermined by the Board of Directors.

About Luxeyard, Inc.

Los Angeles, California-based Luxeyard, Inc., a DelawareCorporation, is an internet company selling luxury goods on aflash Web site. Luxeyard, Inc., is the parent company of thewholly owned subsidiaries, LY Retail, LLC, incorporated under thelaws of the State of Texas on April 20, 2011, and LY Retail, LLC,incorporated in the State of California on Nov. 8, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.5 millionin total assets, $5.8 million in total liabilities, and astockholders' deficit of $4.3 million.

"As of Sept. 30, 2012, we have generated minimal revenues sinceinception. We expect to finance our operations primarily throughour existing cash, our operations and any future financing.However, there exists substantial doubt about our ability tocontinue as a going concern because we will be required to obtainadditional capital in the future to continue our operations andthere is no assurance that we will be able to obtain such capital,through equity or debt financing, or any combination thereof, oron satisfactory terms or at all. Additionally, no assurance canbe given that any such financing, if obtained, will be adequate tomeet our capital needs. If adequate capital cannot be obtained ona timely basis and on satisfactory terms, our operations would bematerially negatively impacted. Therefore, there is substantialdoubt as to our ability to continue as a going concern."

An Involuntary Petition for bankruptcy, entitled In re Luxeyard,Inc. (Case No. 12-bk-51986-BR), was filed against LuxeYard, Inc.,by three creditors of the Company. The petition was filed in theUnited States Bankruptcy Court, Central District of California.The date that jurisdiction was assumed was Dec. 27, 2012. ThePetitioners have claimed that they have debts totaling $66,220.

MANASOTA GROUP: Late Filed 2011 Financials Show $544K Loss----------------------------------------------------------Manasota Group, Inc., filed with the U.S. Securities and ExchangeCommission its annual report on Form 10-K disclosing a net loss of$544,686 on $273,266 of total operating income for the year endedDec. 31, 2011, as compared with a net loss of $5.76 million on$58,184 of total operating income for the year ended Dec. 31,2010.

The Company's balance sheet as of Dec. 31, 2011, showed $1.23million in total assets, $1.58 million in total liabilities and a$353,848 total shareholders' deficit.

None of the Company's officers have been receiving anycompensation since Sept. 10, 2010. Moreover, beginning afterfiling the quarterly report on Form 10-Q for the third quarter of2011, particularly with the advent of the requirement that theCompany's periodic reports be accompanied by Interactive DataFiles pursuant to Rule 405 of Regulation S-T, the total feespayable to the accountants, legal counsel and contractors engagedto convert the reports into formats suitable for filing on EDGARhave increased to a level which exceeded the Company's net margin.Furthermore, the Common Stock continued to trade very thinly andon a sporadic basis. Consequently, on or about Dec. 31, 2011, theBoard of Directors made the decision to temporarily suspend theCompany's filing of periodic reports under the Exchange Actbeginning with its Annual Report on Form 10-K for the fiscal yearending Dec. 31, 2011.

On April 26, 2013, the Company received a letter from the Officeof Enforcement Liaison in the SEC's Division of CorporationFinance. The letter informs the Company that if it does not takethe necessary steps to return the Company into compliance with itsreporting requirements under the Exchange Act within the nextfifteen days, the SEC may commence administrative proceedings torevoke the Company's registration under the Exchange Act andimpose a trading suspension with respect to the Common Stock. OnMay 6, 2013, the Company filed a letter with the SEC setting fortha plan for returning into that compliance by filing this Report onor before May 31, 2013, and all other delinquent periodic reportson or before July 31, 2013, and requesting that no suchadministrative proceedings or trading suspension be commenced atthis time.

Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., wasincorporated in the State of Florida on May 27, 1998, for thepurpose of becoming a bank holding company owning all of theoutstanding capital stock of Horizon Bank, a commercial bankchartered under the laws of Florida and a member of the FederalReserve System.

The Rating Outlook has been revised to Negative from Stable.Today's rating action affects approximately $3 billion of debtoutstanding.

The Negative Outlook reflects Fitch's concern about limitedliquidity and covenant headroom over the next few quarters asMarkWest continues with its expansion plans. The company'ssignificant investments in infrastructure projects in theMarcellus and Utica shale plays should ultimately benefit thecredit profile. However, capex needs have hurt current creditmetrics.

Leverage as of 1Q'13 was high enough to reduce availability todraw on the revolver to $145 million due to a financial covenant.Over the next couple of quarters, Fitch expects that MarkWest'sleverage may remain close to the bank agreement's maximum leverageof 5.5x (but not exceed it) which would result in ongoing reducedliquidity.

Historically, the company has been active in raising capital withequity offerings. Fitch expects that MarkWest will continue to usethis as a source of funding for growth, and that the company willbe able to raise equity as needed to maintain liquidity and complywith covenants. Over the next few quarters, Fitch will monitorMarkWest's equity issuances as well as EBITDA growth, which wouldreduce leverage.

Key Rating Drivers

Key rating factors which support the rating include:

-- A reasonably diverse footprint with leading positions in the liquids-rich areas in the Mid-continent and Appalachia;

-- An increasing amount of fee-based revenue sources and a layered hedging strategy;

-- A strategy to fund growth with a balanced combination of debt and equity.

The ratings also factor in the following concerns:

-- Increased leverage which has significantly reduced liquidity but should improve later in 2013 and into 2014;

-- Some exposure to non-fee-based cash flows from keep-whole and percent-of-proceeds arrangements;

-- Reliance on drilling and production activities in the E&P sector for gathering and processing volumes, which in turn are ultimately driven by volatile hydrocarbon prices;

-- A significant long-term capital expenditure program;

-- Use of proxy hedging that can be periodically affected by breakdowns in the correlation between crude oil and natural gas liquids (NGL) prices.

Leverage: At the end of 1Q'13, debt to adjusted leverage (definedby Fitch as debt to adjusted EBITDA) was 5.6x, up from 4.8x at theend of 2012. The increase is attributed to the $1 billion bondoffering in January 2013 which was used for the early retirementof high-coupon debt and to prefund a portion of 2013's capexbudget. On a sequential basis, leverage increased 0.3x whenadjusting for cash on the balance sheet.

Fitch expects that leverage will be elevated over the next fewquarters to fund growth projects in two important shale plays, theMarcellus and Utica, and prior to significant new-project EBITDAbeing realized. Fitch anticipates that leverage will remain in therange of 5-5x.5x at the end of 2013 but then fall to a range of4.25x-4.75x in 2014 as new gathering and processing volumes driveEBITDA growth.

Restrained Liquidity: At the end of 1Q'13, MarkWest's availabilityto draw on its $1.2 billion secured revolver was reduced to $145million due to financial covenants which do not allow leverage (asdefined in the bank agreement) to exceed 5.5x. Borrowing capacitywas significantly reduced from $680 million of availability at theend of 2012. The revolver expires in 2017. Cash on the balancesheet was $654 million and of that total, $148 million was held atthe Utica joint venture (JV) leaving MarkWest with $506 million ona standalone basis.

MarkWest does not have any near-term debt. The next debt maturityis scheduled for 2020.

Amendment: In December 2012, MarkWest's secured revolving creditagreement was amended to increase the financial covenant for thetotal leverage ratio (as defined by the bank agreement) to 5.5xfrom 5.25x through 4Q'13. After that, the total leverage ratiocannot exceed 5.25x. The bank definition of total leverage differsfrom the Fitch calculation and the largest difference is that thebank definition gives pro forma EBITDA credit for materialprojects.

Spending: The company expects 2013 capex to be in the range of$1.5 billion-$1.8 billion (and is net of The Energy MineralsGroup's (EMG) contribution to a JV in the Utica). In 2012, capexwas approximately $2 billion. In addition, MarkWest made anacquisition for approximately $510 million.

While MarkWest's spending has been significant, the company hasused a combination of debt and equity to fund growth. In 2012, netequity proceeds were $1.6 billion while new debt issued was just$750 million.

Distributable Cash Flow and Coverage: Distributable cash flow(DCF) for the latest 12 months (LTM) ending 1Q'13 was $418 millionand the company expects it to be in the range of $500 million-$540million for the year.

The distribution coverage for the LTM ending 1Q13 was 1.1x, whichis slightly below where it has averaged (approximately 1.2x). Asof July 1, 2013, 20% of the 19.95 million Class B units held byEMG will begin to vest (the vesting schedule is 20% peryear beginning in 2013), so the coverage ratio may declineslightly in the latter half of the year.

Hedging: The company uses some direct product hedges as well as aproxy hedging strategy which is vulnerable to a periodic breakdownin the correlation between crude oil and NGLs. At the end of1Q'13, 72% of its expected commodity exposed volumes were hedgedfor 2013 and of that total, 65% were covered by direct hedges andthe remainder were dirty hedges. The company has hedged 30% for2014 and 75% of those hedges are direct product hedges.

Fee-Based Contracts: In 1Q'13, 58% of net operating margin wasfrom fee-based contracts versus 39% in the year earlier period.MarkWest projects that net operating margin from fee-basedarrangements will increase to 63% for 2013 and rise to 70% for2014. Fitch considers the increase of fee-based contractsfavorable from a credit perspective.

-- Leverage (defined by Fitch as debt to adjusted EBITDA) in excess of 5.0x on a sustained basis;

-- Failure to meaningfully improve liquidity through an equity raise over the next few quarters;

-- Higher leverage either for high multiple acquisitions or to fund growth projects above and beyond planned debt increases.

MAUI LAND: Now in Compliance with NYSE's Listing Standards----------------------------------------------------------Maui Land & Pineapple Company, Inc., has been informed by the NewYork Stock Exchange that it is now considered a "company back incompliance" with the NYSE's continued listing standards. The NYSEdecision was based on MLP's consistent positive performance withrespect to its business plan and the NYSE's market capitalizationstandards over the past two quarters.

The NYSE notified the Company in October 2012 that it was not incompliance with the NYSE's continued listing standards because itsaverage market capitalization was less than $50 million over a 30trading-day period and its most recently reported shareholders'equity was less than $50 million. In December 2012, the Companysubmitted a business plan outlining its actions to achievecompliance within 18 months.

On May 20, 2013, MLP's average market capitalization over a 30trading-day period was approximately $81 million.

About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --http://mauiland.com/-- develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company ownsapproximately 23,000 acres of land on Maui and operates retail,utility operations, and a nature preserve at the Kapalua Resort.The Company's principal subsidiary is Kapalua Land Company, Ltd.,the operator and developer of Kapalua Resort, a master-plannedcommunity in West Maui.

Maui Land incurred a net loss of $4.60 million in 2012, ascompared with net income of $5.07 million in 2011. The Company'sbalance sheet at March 31, 2013, showed $60.84 million in totalassets, $96.68 million in total liabilities and a $35.84 millionstockholders' deficiency.

MCCLATCHY COMPANY: Stockholders Elect 11 Directors--------------------------------------------------The McClatchy Company held its annual meeting of shareholders onMay 14, 2013, at which the shareholders elected the following asdirectors:

The shareholders also ratified the selection of Deloitte & ToucheLLP as the Company's independent auditors for 2013.

About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)-- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43non-dailies, and direct marketing and direct mail operations.McClatchy also operates leading local Web sites in each of itsmarkets which extend its audience reach. The Web sites offerusers comprehensive news and information, advertising, e-commerceand other services. Together with its newspapers and directmarketing products, these interactive operations make McClatchythe leading local media company in each of its premium high growthmarkets. McClatchy-owned newspapers include The Miami Herald, TheSacramento Bee, the Fort Worth Star-Telegram, The Kansas CityStar, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as comparedwith net income of $54.38 million in 2011. The Company's balancesheet at March 31, 2013, showed $2.84 billion in total assets,$2.81 billion in total liabilities, and $32.83 million instockholders' equity.

* * *

McClatchy carries a 'Caa1' corporate family rating from Moody'sInvestors Service. In May 2011, Moody's changed the ratingoutlook from stable to positive following the company'sannouncement that it closed on the sale of land in Miami for$236 million. The outlook change reflects Moody's expectationthat McClatchy will utilize the net proceeds to reduce debt,including its underfunded pension position, which will reduceleverage by approximately half a turn and lower requiredcontributions to the pension plan over the next few years.

Meanwhile, the Company is currently in discussions with itslenders for the extension of its $30 million credit facility,which matures on June 30, 2013, while the Company evaluatesstrategic options, including merger, sale of the Company or saleof Company assets.

About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,is a national provider of digital satellite television, high-speedInternet, digital phone and other information and communicationservices to residents living in the United States multi-dwellingunit market -- estimated to include 32 million residences.

The Company reported a net loss of $6.4 million on $27.3 millionof revenue for 2012, compared with a net loss of $7.4 million on$27.9 million of revenue for 2011. The Company's balance sheet atMarch 31, 2013, showed $18.04 million in total assets, $32.14million in total liabilities and a $14.09 million totalstockholders' deficiency.

CohnReznick LLP, in Roseland, New Jersey, expressed substantialdoubt about MDU's ability to continue as a going concern followingthe financial results for the year ended Sept. 30, 2012. Theindependent auditors noted that the Company has incurredsignificant recurring losses, has a working capital deficit, andan accumulated deficit of $75 million at Sept. 30, 2012. Theyalso noted that the Company's $30 million Credit Facility matureson June 30, 2013.

MERIDIAN SUNRISE: Evidentiary Hearing on Plan Will Start June 17----------------------------------------------------------------The Hon. Brian D. Lynch of the U.S. Bankruptcy Court for theWestern District of Washington will convene an evidentiary hearingcommencing on June 17, 2013, at 9:30 a.m., to determine whether ornot to confirm the First Amended Plan of Reorganization ofMeridian Sunrise Village, LLC.

The First Amended Disclosure Statement is approved permitting theDebtor to solicit acceptances or rejections of the Amended Plan.An objection to approval of the Disclosure Statement was filed byU.S. Bank National Association. Ballots accepting or rejectingthe Plan were due May 22. Any objections to confirmation of thePlan were also due May 22. An initial hearing was schedule forMay 29, to consider the confirmation of the Debtor's Plan and anyobjections thereto.

According to the First Amended Disclosure Statement, the Planprovides that the Debtor will continue to own, manage and operateits shopping center property and continue the lease-up processafter the Effective Date in the ordinary course of business.

All claims that are allowed by the Court will be paid in full.Holders of Claims secured by the real property and improvementsowned by the Debtor will retain their liens on and securityinterests in such property until their claims are fully paid.Unsecured creditors will also be paid in full over time, withinterest on their claims. The Debtor's members will retain theirequity interests in the Debtor going forward.

The distributions under the Plan will be made from amountsgenerated from operations of the Reorganized Debtor.

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,2013. The Debtor, a single asset real estate under 11 U.S.C. Sec.101(51B), disclosed $70.6 million in total assets and$65.9 million in total liabilities in its schedules.

The Debtor owns the property known as the New Meridian SunriseVillage in 10507 156th St. E. Puyallup, Washington. The Debtorhas valued the property at $70 million, which property securesdebt of $64.4 million to U.S. Bank, National Association. A copyof the schedules attached to the petition is available athttp://bankrupt.com/misc/wawb13-40342.pdf

Under the agreement, the claim will be allowed as a Class 6Dgeneral unsecured claim against MF Global FX in the amount of$8.325 million.

Deutsche Bank purchased the claim from Banco Monex S.A. in July2012. Banco Monex filed the claim after MF Global FX allegedlyfailed to make necessary payments under a 2009 agreement

About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives.MF Global provides access to more than 70 exchanges around theworld. The firm also was one of 22 primary dealers authorized totrade U.S. government securities with the Federal Reserve Bank ofNew York. MF Global's roots go back nearly 230 years to a sugarbrokerage on the banks of the Thames River in London.

On Nov. 7, 2011, the United States Trustee appointed the statutorycreditors' committee in the Debtors' cases. At the behest of theStatutory Creditor's Committee, the Court directed the U.S.Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, theBankruptcy Court entered an order approving the appointment ofLouis J. Freeh, Esq., of Freeh Group International Solutions, LLC,as Chapter 11 trustee.

The Official Committee of Unsecured Creditors has retainedCapstone Advisory Group LLC as financial advisor, while lawyers atProskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commencedliquidation proceedings against MF Global Inc. to protectcustomers. James W. Giddens was appointed as trustee pursuant tothe Securities Investor Protection Act. He is a partner at HughesHubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO ofGoldman Sachs Group Inc., stepped down as chairman and chiefexecutive officer of MF Global just days after the bankruptcyfiling.

In April 2013, the Bankruptcy Court approved MF Global Holdings'plan to liquidate its assets. Bloomberg News reported that thecourt-approved disclosure statement initially toldcreditors with $1.134 billion in unsecured claims against theparent holding company why they could expect a recovery of 13.4%to 39.1% from the plan. As a consequence of a settlement withJPMorgan, supplemental materials informed unsecured creditorstheir recovery was reduced to the range of 11.4% to 34.4%. Banklenders will have the same recovery on their $1.174 billion claimagainst the holding company. As a consequence of the settlement,the predicted recovery became 18% to 41.5% for holders of $1.19billion in unsecured claims against the finance subsidiary,one of the companies under the umbrella of the holding companytrustee. Previously, the predicted recovery was 14.7% to 34% onbank lenders' claims against the finance subsidiary.

In a May 29 ruling, Judge Glenn ordered Ms. Coe to pay a fine of$250 and warned her that she could face larger fines for "anyfuture frivolous conduct."

Ms. Coe brought what she deemed an administrative expense claimtied to Man Financial's 2005 acquisition of Refco Inc.'s assetsdespite warnings that she could face penalties if she continued tofile frivolous pleadings.

On April 18, Judge Glenn threw out Ms. Coe's $35 million claim,and ordered her to pay a fine. Barely two weeks after he issuedthe ruling, the bankruptcy judge vacated the sanction and gave Ms.Coe a chance to defend herself at the May 24 hearing. Ms. Coe,however, failed to appear in person or by telephone at thehearing.

About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives.MF Global provides access to more than 70 exchanges around theworld. The firm also was one of 22 primary dealers authorized totrade U.S. government securities with the Federal Reserve Bank ofNew York. MF Global's roots go back nearly 230 years to a sugarbrokerage on the banks of the Thames River in London.

On Nov. 7, 2011, the United States Trustee appointed the statutorycreditors' committee in the Debtors' cases. At the behest of theStatutory Creditor's Committee, the Court directed the U.S.Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, theBankruptcy Court entered an order approving the appointment ofLouis J. Freeh, Esq., of Freeh Group International Solutions, LLC,as Chapter 11 trustee.

The Official Committee of Unsecured Creditors has retainedCapstone Advisory Group LLC as financial advisor, while lawyers atProskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commencedliquidation proceedings against MF Global Inc. to protectcustomers. James W. Giddens was appointed as trustee pursuant tothe Securities Investor Protection Act. He is a partner at HughesHubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO ofGoldman Sachs Group Inc., stepped down as chairman and chiefexecutive officer of MF Global just days after the bankruptcyfiling.

In April 2013, the Bankruptcy Court approved MF Global Holdings'plan to liquidate its assets. Bloomberg News reported that thecourt-approved disclosure statement initially toldcreditors with $1.134 billion in unsecured claims against theparent holding company why they could expect a recovery of 13.4%to 39.1% from the plan. As a consequence of a settlement withJPMorgan, supplemental materials informed unsecured creditorstheir recovery was reduced to the range of 11.4% to 34.4%. Banklenders will have the same recovery on their $1.174 billion claimagainst the holding company. As a consequence of the settlement,the predicted recovery became 18% to 41.5% for holders of $1.19billion in unsecured claims against the finance subsidiary,one of the companies under the umbrella of the holding companytrustee. Previously, the predicted recovery was 14.7% to 34% onbank lenders' claims against the finance subsidiary.

MF GLOBAL: Wins Court Approval to Settle Claim of NYSDTF--------------------------------------------------------U.S. Bankruptcy Judge Martin Glenn approved an agreement, whichcalls for the settlement of claims of the New York StateDepartment of Taxation and Finance. Under the deal, NYSDTF agreedto reduce its claim against MF Global Holdings USA Inc. to $73,664from $4,475,289. The agreement is available for free athttp://is.gd/tnznpL

About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives.MF Global provides access to more than 70 exchanges around theworld. The firm also was one of 22 primary dealers authorized totrade U.S. government securities with the Federal Reserve Bank ofNew York. MF Global's roots go back nearly 230 years to a sugarbrokerage on the banks of the Thames River in London.

On Nov. 7, 2011, the United States Trustee appointed the statutorycreditors' committee in the Debtors' cases. At the behest of theStatutory Creditor's Committee, the Court directed the U.S.Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, theBankruptcy Court entered an order approving the appointment ofLouis J. Freeh, Esq., of Freeh Group International Solutions, LLC,as Chapter 11 trustee.

The Official Committee of Unsecured Creditors has retainedCapstone Advisory Group LLC as financial advisor, while lawyers atProskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commencedliquidation proceedings against MF Global Inc. to protectcustomers. James W. Giddens was appointed as trustee pursuant tothe Securities Investor Protection Act. He is a partner at HughesHubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO ofGoldman Sachs Group Inc., stepped down as chairman and chiefexecutive officer of MF Global just days after the bankruptcyfiling.

In April 2013, the Bankruptcy Court approved MF Global Holdings'plan to liquidate its assets. Bloomberg News reported that thecourt-approved disclosure statement initially toldcreditors with $1.134 billion in unsecured claims against theparent holding company why they could expect a recovery of 13.4%to 39.1% from the plan. As a consequence of a settlement withJPMorgan, supplemental materials informed unsecured creditorstheir recovery was reduced to the range of 11.4% to 34.4%. Banklenders will have the same recovery on their $1.174 billion claimagainst the holding company. As a consequence of the settlement,the predicted recovery became 18% to 41.5% for holders of $1.19billion in unsecured claims against the finance subsidiary,one of the companies under the umbrella of the holding companytrustee. Previously, the predicted recovery was 14.7% to 34% onbank lenders' claims against the finance subsidiary.

MOMENTIVE PERFORMANCE: Moody's Changes Outlook to Negative----------------------------------------------------------Moody's Investors Service changed the outlook on MomentivePerformance Materials Inc.'s (Momentive or MPM) to negative fromstable and affirmed the company's other ratings (Caa1 CorporateFamily Rating) given the company's ongoing weak financialperformance and the expectation that its available liquidity willdecline from current levels back toward $300 million by the end of2013 without a more meaningful recovery in demand. Moody'saffirmed the company SGL-3 rating due to its improved balancesheet cash and new credit facilities. Moody's also modified theloss given default assessments on the company's debt.

"While financial performance has improved over the past twoquarters and its balance sheet cash has increased, Momentive'sfinancial performance remains well below levels that would coverits cash expenses," stated John Rogers, Senior Vice President atMoody's. "Given the slow pace of earnings improvement, free cashflow is likely to remain negative for longer than previouslyexpected."

Ratings Rationale

The negative outlook reflects the continuing cash burn at MPM.Although the company has no maturities before 2016 and it hasimproved liquidity with the recent receipt of $102 million fromGE, Moody's anticipates that cash and available liquidity willdecline back toward $300 million by year end 2013. This assumes aslow recovery in financial performance in 2013 and into 2014. Theaffirmation of the Caa1 rating reflects the company's $392 millionof cash and available liquidity at March 31, 2013, which providesadditional time for the company's end markets to improve andprofitability to increase. MPM has extremely weak credit metricswith Net Debt/EBITDA of over 15x and negative Retained Cash Flow.The rating could be lowered if EBITDA does not rise above $70million per quarter for the remainder of 2013 or if cash andavailable liquidity falls below $250 million.

MPM's financial performance deteriorated in the fourth quarter of2011, as new capacity in China was brought on-stream by severalcompetitors. Slow demand growth in China for silicones, combinedwith declines in Europe, have caused margins to remain well belowhistoric averages and slowed the recovery in capacity utilizationrates in the industry. MPM's siloxane joint venture in Asia hasnot resulted in a meaningful improvement in financial performancedue to this continuing over capacity.

The principal methodologies used in rating Momentive PerformanceMaterial Inc were the Global Chemical Industry rating methodologypublished in December 2009, and the Loss Given Default methodologyfor Speculative-Grade Non-Financial Companies in the U.S., Canadaand EMEA published in June 2009. Other methodologies and factorsthat may have been considered in the process of rating this issuercan also be found on Moody's website.

Momentive Performance Materials Inc., headquartered in Albany, NewYork, is the second largest producer of silicones and siliconederivatives worldwide. The company has two divisions: silicones(which accounted for roughly 90% of revenues) and quartz. Revenueswere roughly $2.3 billion for the LTM ending March 31, 2013.

NATIVE WHOLESALE: GableGotwals Okayed to Handle Oklahoma Action---------------------------------------------------------------The U.S. Bankruptcy Court for the Western District of New Yorkauthorized Native Wholesale Supply Company to employ GableGotwalsas special counsel relating to an action pending in the DistrictCourt of Oklahoma, where the Debtor is a defendant.

GableGotwals was paid a total of $125,000 for its services inconnection with the rendered legal services to the Debtor sinceOct. 16, 2012.

To the best of the debtor's knowledge, GableGotwals does not haveany connection with the Debtor, its creditors, or any party-in-interest, or its respective attorneys.

About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business ofimporting cigarettes and other tobacco products from Canada andselling them to third parties within the United States. Itpurchases the products from Grand River Enterprises Six Nations,Ltd., a Canadian corporation and the Debtor's only securedcreditor. Native is an entity organized under the Sac and FoxNation and has its principal place of business at 10955 Logan Roadin Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggeredto resolve an ongoing dispute with the United States governmentregarding up to $43 million in assessments made by the governmentagainst the Debtor pursuant to the Fair and Equitable TobaccoReform Act of 2004 and the Tobacco Transition Payment Program andto restructure the terms of payment of any obligation determinedto be owing by the Debtor to the U.S. under the DisputedAssessment. The issues pertaining to the Disputed Assessmentresulted in two lawsuits, subsequently consolidated, now pendingin the Federal District Court.

The Company disclosed $30,022,315 in assets and $70,590,564 inliabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho haveappeared in the case and are represented by Garry M. Graber, Esq.,at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed inthe case.

NEWLAND INTERNATIONAL: Wins Confirmation of Prepackaged Plan------------------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that Newland International Properties Corp., the owner ofthe Trump Ocean Club International Hotel & Tower in Panama City,Panama, on May 30 won the signature of the bankruptcy judge on aconfirmation order approving the prepackaged Chapter 11reorganization begun exactly one month earlier.

The pre-negotiated, pre-accepted reorganization is designed torestructure $220 million in first-lien secured notes. It wasaccepted unanimously by noteholders.

The report notes that the Chapter 11 plan doesn't affect unsecuredcreditors and allows owners to retain their stock. The existing$220 million in 9.5 percent senior secured notes will be paid infull by issuance of new notes for the entire principal amount plusaccrued interest. The new notes, to mature in May 2017, will payinterest at 9.5 percent, although the collateral, amortizationschedule and covenants are revised. The noteholders will have 30percent of the owners' voting rights.

An executive vice president with Trump Organization Inc., EricTrump said the company has nothing to do with the project'sownership or financing. Trump Panama Hotel Management LLC is the"property manager and nothing more," he said, the report adds.

About Newland International

Newland International Properties Corp., a unit of Panama-basedOcean Point Development Corp. that developed luxury hotel andcondominium known as the "Trump Ocean Club International Hotel &Tower," located in Panama City, Panama, has sought Chapter 11protection in New York with a bankruptcy exit plan that wouldfurther restructure $220 million secured notes used to finance theproject.

Newland, which filed the bankruptcy petition (Bankr. S.D.N.Y. CaseNo. 13-11396) in Manhattan on April 30, 2012, said the Trump OceanClub is a multi-use 69-floor luxury tower overlooking the PacificOcean, with luxury condominium residences, a world-class hotelcondominium, a limited number of offices and premier leisureamenities. The Trump Ocean Club is located on the Punta PacificaPeninsula -- one of the most exclusive neighborhoods in PanamaCity.

NORTH AMERICAN ENERGY: S&P Alters Outlook to Stable & Keeps B- CCR------------------------------------------------------------------Standard & Poor's Ratings Services said it revised its outlook onEdmonton, Alta.-based North American Energy Partners Inc. (NAEP)to stable from developing. At the same time, Standard & Poor'saffirmed its 'B-' long-term corporate credit rating and seniorunsecured debt rating on the company. The '4' recovery rating onthe senior unsecured debt is unchanged.

"Although NAEP's revenues have decreased due to increasing in-sourcing among its principal customers in the Western CanadianSedimentary Basin, heightened competition from other serviceproviders, and reduced development activity at the large oil sandsprojects, the company has been able to improve its operatingmargins and overall profitability," said Standard & Poor's creditanalyst Michelle Dathorne. "We expect it should be able togenerate some positive free cash flow during our forecast period,so we expect NAEP's cash flow protection metrics, which haveimproved in fiscal 2013, should continue to strengthen in fiscalyears 2014 and 2015," Ms. Dathorne added.

The ratings on NAEP reflect Standard & Poor's view of thecompany's limited operational diversification, and diminishingvisibility to future revenue growth, due to increasing competitionfrom other service providers and in-sourcing among its principalcustomers. S&P believes NAEP's improving operating margins in itsprincipal business segment, the heavy construction and mining(HCM) division, its spending flexibility, which allows the companyto reduce capital spending to maintenance levels withoutcompromising its operating efficiency, and adequate liquidityoffset these weaknesses.

The stable outlook reflects Standard & Poor's expectation thatNAEP's forecast EBITDA should be sufficient to fund its financingobligations and maintenance capital spending throughout S&P's2013-2015 forecast period. Standard & Poor's believes thecompany's competitive position has weakened due to both reducedbusiness activity in its principal operating segment (HCM), aswell as the recent disposition and exit from some of its secondarybusinesses, specifically its pipeline business unit andconstruction operations in western Canada. Despite its narrowedbusiness diversification, NAEP has been able to improve itsoperating margins by renegotiating several key service contracts.

Despite the diminished visibility to revenue growth, due tocapital spending restraint among large oil sands producers, S&Pbelieves the company should maintain stable revenues and operatingcash flow from its remaining operations. Nevertheless, if NAEP'sliquidity becomes less than adequate, or EBITDA falls and its cashflow protection metrics weaken, such that fully adjusted debt-to-EBITDA increases above 6.5x, S&P would lower the rating.

S&P do not believe the current business environment in the WesternCanadian Sedimentary Basin will provide an opportunity formaterial organic growth in revenues and EBITDA; therefore, apositive rating action during S&P's forecast period is unlikely tooccur. If, however, the company is able to broaden its businessdiversification (either organically or through a transformativeacquisition), and improve and sustain its operating margins andreturn on capital employed while maintaining fully adjusted debt-to-EBITDA at or below 4.0x, S&P would raise the corporate creditrating to 'B'.

Stock Range filed for bankruptcy on March 1, 2010, and obtainedconfirmation of its Chapter 11 plan on Dec. 1, 2010.

The case arose out of a dispute over property damage. TheComplaint alleges that work on the Grubbs' property by homebuilderStock Grange was performed negligently, which allowed two separatefloods to damage the property.

Moreover, upon agreement of the parties' counsel, the Complaint isremanded back to the Court of Common Pleas of Chester County.

During and after Reader's Digest's prior bankruptcyreorganization, the company marketed a device called the Ab CirclePro. The FTC initiated an investigation in April 2010 and allegedReader's Digest was employing false advertising.

The report notes that the result was a settlement in August 2012where Reader's Digest agreed to pay $31.2 million. Giving creditfor what was paid before bankruptcy, the FTC filed a claim forabout $26.7 million. Significantly, the FTC contended that theclaim would survive bankruptcy. A ruling that the claim would bedischarged was an express condition that had to be met for theplan to be confirmed. In settlement, Reader's Digest agreed theclaim would be valid for the full amount, $26.7 million, althoughas a general unsecured claim to be treated under the plan. Inaddition, the FTC will receive $500,000 cash to defray itsexpenses.

The report relates that approval of the FTC settlement comes tocourt for approval at the June 28 confirmation hearing.

The report says that the plan will complete an agreementnegotiated before the February Chapter 11 filing where holders ofwhat amounts to $475 million in second-lien floating-rate noteswill become the owners in exchange for debt. The Chapter 11 planwas modified to win support from the official creditors'committee. Their $500,000 pot was increased by $3.875 million,raising the unsecured creditors' recovery from 0.1 percent to 3percent.

About Reader's Digest

Reader's Digest is a global media and direct marketing companythat educates, entertains and connects consumers around the worldwith products and services from trusted brands. For more than 90years, the flagship brand and the world's most read magazine,Reader's Digest, has simplified and enriched consumers' lives bydiscovering and expertly selecting the most interesting ideas,stories, experiences and products in health, home, family,food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.13-22233) filed for Chapter 11 protection on Feb. 17, 2013,with an agreement with major stakeholders for a pre-negotiatedchapter 11 restructuring. Under the plan, the Debtor will issuethe new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and totalliabilities of $1,184,500,000 as of the Petition Date.

Under the Plan, holders of allowed general unsecured claims insuch sub-class will receive their pro rata share of the GUCdistribution; holders of allowed general unsecured claims ofReader's Digest will also receive their pro rata share of the RDAGUC distribution and the senior noteholder deficiency claims insuch sub-class will be deemed waived solely for purposes ofparticipating in the GUC distribution and the RDA GUCdistribution.

SPLNG's October 2012 refinancing amortized $130 million of long-term debt and addressed its near-term maturities, both of whichS&P views as positive for credit. Partially mitigating thesepositives, the new notes are interest-only, which means furtheramortization may not occur until the 2016 notes come due,shortening the remaining repayment period covered by the terminaluse agreements.

In addition, the 2016 note indenture does not allow for a new debtservice reserve account to support the 2020 notes, a structuralfeature that S&P typically expects in project financings. Thesponsors mitigated this by adding a cash-trap feature in thedistribution account that acts as a "synthetic" debt servicereserve account, sufficient to cover six months of debt serviceon the 2020 notes, effectively providing the same liquidity andprotection to lenders as a traditional debt service reserve.

"Furthermore, the new indenture provides for reinstating atraditional debt service reserve for the 2020 notes once the 2016indenture matures," said Standard & Poor's credit analyst MarkHabib.

The rating and outlook is also tied to S&P's outlook on CQP andSPL. CQP's outlook reflects significant progress on its SPLproject and, based on this, CQP's improved ability to accesscapital markets as demonstrated by ultimate parent CEI's repaymentof all outstanding long-term debt.

SAN BERNARDINO: NPGFC Explains Why It Can Keep Its Lawyers----------------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that National Public Finance Guarantee Corp. filed a32-page brief last week explaining why the law firm Winston &Strawn LLP is entitled to continue serving as its lawyers in theChapter 9 municipal bankruptcy of San Bernardino, California.

The report recounts that California Public Employees' RetirementSystem filed papers in May telling the bankruptcy judge thatWinston & Strawn must be disqualified from continuing to representNPFGC. Calpers, California's public employees' retirement fund,described how Winston hired away a partner and two associates fromthe Charlotte, North Carolina office of K&L Gates LLP. Thoselawyers billed 500 hours working for Calpers in the San Bernardinobankruptcy. According to Calpers, it's mandatory for the court tobar Winston from further representing National. Naturally, NPFGCargued in papers last week that it's not.

The report notes that for starters, NPFGC said the firm created a"strong conflict screen" where the former Calpers lawyers won'thave anything to do with the San Bernardino case. NPFGC laid outcase law saying there is no mandatory disqualification of anentire firm when the two parties are not adversaries in the samelawsuit. NPFGC said that it has no claims against Calpers. Eventhough their interests are "not wholly aligned," they aren't inthe "most extreme" form of a "direct conflict." Consequently,NPFGC told the judge that Winston & Strawn can continue as itslawyers given the screening wall. The issue comes to court forargument at a June 13 hearing.

About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition formunicipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. SanBernardino, a city of about 210,000 residents roughly 65 miles(104 km) east of Los Angeles, estimated assets and debts of morethan $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.The move lets San Bernardino bypass state-required mediation withcreditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at StradlingYocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:Stockton, an agricultural center of 292,000 east of San Francisco,and Mammoth Lakes, a mountain resort town of 8,200 south ofYosemite National Park.

San Bernardino announced in April 2013 that it will resume makingpayments in July to California Public Employees' RetirementSystem. The city stopped making contributions after filing formunicipal bankruptcy. The city told Calpers it will begin makingpayments at the start of the fiscal year beginning in July. Theannual payment is $25.5 million, or 21 percent of the city'srevenue.

SOUND SHORE: June 25 Hearing on Montefiore-Led Auction------------------------------------------------------Sound Shore Medical Center of Westchester, Mount Vernon HospitalInc., Howe Avenue Nursing Home filed petitions for Chapter 11protection on May 29 and will seek approval later this month toconduct an auction led by Montefiore Medical Center.

Judge Robert D. Drain will convene a hearing June 25, 2013, at10:00 a.m. to conduct approval of the bidding and auctionprocedures proposed by the Debtors. Objections are due June 18.

The Debtors have signed a contract to sell their not-for-profitfacilities for $54 million to Montefiore Medical Center, absenthigher and better offers in an auction in June.

Montefiore has agreed to become the stalking-horse bidder for theassets under these terms:

* The $54 million purchase price includes assumption of $9 million in employee liabilities, and the satisfaction of cure amounts for rejected contracts of up to a maximum of $3 million. The buyer will pay additional cash for furniture, equipment, and inventory.

* The buyer has agreed to provide a guaranty in the amount of $7 million to $10 million to collateralize certain of the Debtors' postpetition loan obligations and has agreed to grant a continuing lien in post-closing accounts receivable to guaranty any shortfall in the collection of certain of the Debtors' postpetition revolving loan obligations in an amount not to exceed $5 million.

* Montefiore is offering employment on a probationary basis to substantially all employees of the Debtors but won't assume any collective bargaining agreements with the employees.

* In an event Montefiore is outbid in the auction, it will receive a break-up fee of 3% of the purchase price and an expense reimbursement not to exceed $750,000.

* Montefiore may terminate the asset purchase agreement if the bidding procedures order is not entered within 35 days after the Petition Date, of the bankruptcy court has not entered a sale order within 100 days after the Petition Date.

Sound Shore says that the continuing losses experienced by theDebtors over the course of the past several years, changingdemographics and declining reimbursement rates, all coupled withthe Debtors' inability to implement required system updates andcapital improvements necessary to streamline their ongoingoperations necessitate a prompt consummation of the asset sale.The Debtors project a "cash burn" rate of $1.5 million to $2million per month.

The sale process to MMC will require regulatory approvals, whichcould take up to six or more months after entry of a sale order.The parties expect the sale to be consummated not later thanOct. 31, 2013.

First Day Motions

Aside from the proposed bidding procedures, the Debtors filed avariety of motions on the Petition Date. The Debtors filedmotions to, among other things, prohibit utilities fromdiscontinuing services, continue their existing insuranceprograms, obtain DIP financing, and extend the deadline to filetheir schedules of assets and liabilities.

Judge Drain granted a June 28 extension of the deadline to filethe schedules and granted interim approval to certain first-daymotions on May 31.

The Debtors expect weekly payroll to all of their employees tototal $7.2 million for the 30-day period following the PetitionDate. The Debtors will not make any payroll payments to directorsand officers during the same period.

The Debtors expect cash receivables of $20.8 million and cashdisbursements of $21.8 million during the next 30 days.

The Debtors are the largest "safety net" providers for SouthernWestchester County in New York. Affiliated with New York MedicalCollege, Sound Shore is a not-for-profit 242-bed, community based-teaching hospital located in New Rochelle, New York. MountainVernon Hospital is a voluntary, not-for-profit 176-bed hospitallocated in Mount Vernon, New York. Howe Avenue Nursing Home is a150-bed, comprehensive facility.

Sound Shore disclosed assets of $159.6 million and liabilitiestotaling $200 million. Liabilities include a $16.2 millionrevolving credit and a $5.8 million term loan with MidcapFinancial LLC. There is $9 million in mortgages with Sun LifeAssurance Co. of Canada (US) and $11.5 million owing to the NewYork State Dormitory Authority.

Revenue of $241.8 million in 2012 resulted in an operating loss of$16.4 million.

A&M has been engaged by the Debtors since 2007. The Debtors saythe services of experienced financial advisors will enhance theirattempts to maximize the value of their estates. Postpetition,A&M will provide assistance to the Debtors with respect to themanagement of the overall restructuring process, the developmentof ongoing business and financial plans and supportingrestructuring negotiations among the Debtors, their advisors andtheir creditors. Stuart McLean, the managing director of A&M,will lead the assignment. A&M will be paid for the services ofits professionals at the customary hourly billing rates:

The Debtors have not yet filed their schedules of assets andliabilities but they anticipate that there will be in excess of3,000 entities to be noticed. In view of the number ofanticipated claimants, the Debtors submit that appointment of aclaims and noticing agent is both necessary and the best interestof both the Debtors' estates and their creditors. GCG received aretainer of $30,000.

For its noticing services, GCG will charge $50 per 1,000 e-mails,and $0.10 per page for facsimile noticing. For its claimsadministration services, GCG will charge $0.15 per claim forassociation of claimants' names and addresses to the database, andwill bill at its discounted hourly rates for processing of claims.For solicitation and processing of ballots, GCG will also chargeat its discounted hourly rates.

Counsel

GW has represented the Debtors on numerous legal maters in thepast, and brings to this case a unique perspective and knowledgebase. GW has indicated its willingness to act as generalbankruptcy counsel on behalf of the Debtors. The rates to becharged by professionals from GW who will work on the case rangefrom $419 to $530 per hour, the rates of paraprofessionals rangefrom $145 to $225 per hour. The attorneys who will be primarilyresponsible for providing services to the Debtors and theirbilling rates are:

The Debtors are the largest "safety net" providers for SouthernWestchester County in New York. Affiliated with New York MedicalCollege, Sound Shore is a not-for-profit 242-bed, community based-teaching hospital located in New Rochelle, New York. MountainVernon Hospital is a voluntary, not-for-profit 176-bed hospitallocated in Mount Vernon, New York. Howe Avenue Nursing Home is a150-bed, comprehensive facility.

Sound Shore disclosed assets of $159.6 million and liabilitiestotaling $200 million. Liabilities include a $16.2 millionrevolving credit and a $5.8 million term loan with MidcapFinancial LLC. There is $9 million in mortgages with Sun LifeAssurance Co. of Canada (US) and $11.5 million owing to the NewYork State Dormitory Authority.

Revenue of $241.8 million in 2012 resulted in an operating loss of$16.4 million.

SOUND SHORE: Proposes $33-Million of DIP Loans From MidCap----------------------------------------------------------Sound Shore Medical Center of Westchester and its debtor-affiliates seek approval from the bankruptcy court to obtainpostpetition financing from MidCap Financial, LLC, and to accesscash collateral.

The Debtors say that access to DIP financing and the use of cashcollateral are essential to ensure that the Debtors can fund theirpostpetition operating requirements, and preserve and maintaintheir properties and the infrastructure of their businessespending a sale of the assets.

Under the DIP credit agreement, MidCap will make cash advances andother extensions of credit in an amount not to exceed $33 millionon a revolving credit ($23 million) and term basis ($10 million).

The proceeds of the DIP facility will be used to repay theprepetition revolving obligations owing to MidCap ($16.2 million),pay prepetition term loan obligations as they become due (total$5.8 million), and to fund the costs and expenses associated withthe Chapter 11 cases.

Upon interim approval of the DIP financing, the initial loans andadvances will be used for the Debtors' working capital needs andoperating requirements. Upon final approval of the DIP facility,the Debtors will use proceeds of the DIP revolving facility torefinance the prepetition revolving loan obligations.

The Debtors are the largest "safety net" providers for SouthernWestchester County in New York. Affiliated with New York MedicalCollege, Sound Shore is a not-for-profit 242-bed, community based-teaching hospital located in New Rochelle, New York. MountainVernon Hospital is a voluntary, not-for-profit 176-bed hospitallocated in Mount Vernon, New York. Howe Avenue Nursing Home is a150-bed, comprehensive facility.

Sound Shore disclosed assets of $159.6 million and liabilitiestotaling $200 million. Liabilities include a $16.2 millionrevolving credit and a $5.8 million term loan with MidcapFinancial LLC. There is $9 million in mortgages with Sun LifeAssurance Co. of Canada (US) and $11.5 million owing to the NewYork State Dormitory Authority.

Revenue of $241.8 million in 2012 resulted in an operating loss of$16.4 million.

The matter refers back to a certain "Southfork Agreement," whereBoyne USA, Inc. agreed to transfer about 25 acres to Spanish PeaksHoldings, LLC's predecessor and grant Spanish Peaks Holdings,LLC's predecessor ski in/ski out access to Big Sky Resort. Inexchange, Spanish Peaks Holdings, LLC's predecessor agreed to payBoyne certain overrides. A 2002 Purchase and Sale Agreement amongthe parties ratified the Southfork Agreement and modified andclarified the override payments due under the Southfork Agreement.Because Boyne had transferred some of its ski terrain to SpanishPeaks Holdings, LLC under the PSA, Boyne and Spanish PeaksHoldings, LLC also entered into the Ground Lease, which granted toBoyne the use of all ski terrain and access points necessary tomaintain ski operations operated on the property that was thesubject of the PSA. In return, Section 8 of the Ground Leasegrants the Lessors, their agents, employees, members, guests,invitees and assigns the right to use and enjoy the "Premises"with and without restrictions, depending on whether the use isdirectly or not directly related to "the Activities."

Among other things, Judge Kirscher said that contrary to Boyne'scontentions to the contrary, the Trustee has not previouslyrejected the Ground Lease and the Ground Lease is not deemedrejected under the Bankruptcy Code.

STANFORD GROUP: Receiver to Make $55-Million First Distribution---------------------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that Ralph Janvey, the U.S. receiver for the R. AllenStanford Ponzi scheme, received permission May 30 from the U.S.District Court in Dallas to make a first distribution of 1 percentto holders of $4.238 billion in approved claims.

According to the report, the distribution from $55 million inavailable cash will be made in the next 90 days, according tocourt papers. The distribution was made possible by a settlementapproved in April with the receiver's counterparts in London andon the island of Antigua.

The report recounts that Stanford's fraud was structured withinvestors purchasing certificates of deposit issued by a bank hecontrolled in Antigua. Money that should eventually go to victimswas located in at least 14 countries, the receiver said in a courtfiling. Like the trustee for Bernard L. Madoff InvestmentSecurities LLC, Mr. Janvey calculated claims based on how much aninvestor deposited and how much was taken out. He isn't allowingclaims for so-called fictitious interest. From the $7.2 billionin obligations to investors shown on the books, Mr. Janvey saidfictitious interest amounted to $1.3 billion.

The Bloomberg report discloses that there are $893.5 million inclaims that as yet haven't been resolved. Although thoseinvestors won't receive distributions yet, Mr. Janvey is holdingback cash to cover their claims once they are resolved.Mr. Janvey said there may be later distributions, depending on howmuch more he recovers. He already has filed hundreds of lawsuits,many of them, like the Madoff trustee's, against investors whotook out more than they invested. Stanford was sentenced to a110-year prison sentence and his chief financial officer James M.Davis, was given a five-year prison sentence.

About Stanford Group

The Stanford Financial Group was a privately held internationalgroup of financial services companies controlled by AllenStanford, until it was seized by United States (U.S.) authoritiesin early 2009.

Domiciled in Antigua, Stanford International Bank Limited --http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial servicesnetwork with US$51 billion in deposits and assets undermanagement or advisement. Stanford Private Wealth Managementserved more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for theNorthern District of Texas, Dallas Division, signed an orderappointing Ralph Janvey as receiver for all the assets andrecords of Stanford International Bank, Ltd., Stanford GroupCompany, Stanford Capital Management, LLC, Robert Allen Stanford,James M. Davis and Laura Pendergest-Holt and of all entities theyown or control. The February 16 order, as amended March 12,2009, directs the Receiver to, among other things, take controland possession of and to operate the Receivership Estate, and toperform all acts necessary to conserve, hold, manage and preservethe value of the Receivership Estate.

The case in district court was Securities and Exchange Commissionv. Securities Investor Protection Corp., 11-mc-00678, U.S.District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, chargedbefore the U.S. District Court in Dallas, Texas, Mr. Stanford andthree of his companies for orchestrating a fraudulent, multi-billion dollar investment scheme centering on an US$8 billionCertificate of Deposit program.

A criminal case was pursued against him in June before the U.S.District Court in Houston, Texas. Mr. Stanford pleaded notguilty to 21 charges of multi-billion dollar fraud, money-laundering and obstruction of justice. Assistant AttorneyGeneral Lanny Breuer, as cited by Agence France-Presse News, saidin a 57-page indictment that Mr. Stanford could face up to 250years in prison if convicted on all charges. Mr. Stanfordsurrendered to U.S. authorities after a warrant was issued forhis arrest on the criminal charges.

THOR INDUSTRIES: U.S. Trustee Seeks to Dismiss Case---------------------------------------------------The United States Trustee of Region 8, Samuel K. Crocker, filed amotion with the U.S. Bankruptcy Court seeking the dismissal of theChapter 11 case of Thor Industries, LLC.

Patricia C. Foster, counsel for the U.S. Trustee, says that theprincipal assets in the case are lakeside lots and a marina. NoPlan of Reorganization has been proposed. The Debtor has madeseveral attempts to obtain Court approval of the sale of the lotsbut the motions have consistently been opposed successfully by theDebtor's primary lender, Tennessee State Bank. TSB obtainedrelief from the automatic stay by orders entered on February 27,2013. TSB has taken possession of the real property of thedebtor.

Ms. Foster also complains that the Debtor is delinquent in thepayment of U.S. Trustee fees in the amount of $1,301.92.

The U.S. Trustee contends that cause exists to dismiss the case.

A hearing on the motion will be held on June 25, 2013 at9:00 a.m. in the Bankruptcy Courtroom, James H. Quillen UnitedStates Courthouse, 220 West Depot Street, Greeneville, TN 37743.

Samuel K. Crocker, U.S. Trustee for Region 8, was unable to form acommittee of unsecured creditors because there were aninsufficient number of unsecured creditors interested in forming acommittee.

THQ INC: Court Sets July 16 Plan Confirmation Hearing-----------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that video-game developer THQ Inc., which has sold most ofthe business to five buyers to generate $72 million, will hold aJuly 16 confirmation hearing for approval of the plan.

According to the report, the bankruptcy court in Delaware approvedthe disclosure statement on May 30, providing creditors withinformation so they can decide whether to vote yes or no. Theliquidating plan will give unsecured creditors as little as19.9 percent or as much as 51.9 percent for claims ranging between$143 million and $291.6 million.

The report notes that the primary factor affecting the recovery byunsecured creditors is the $107 million claim by Europeansubsidiaries. THQ believes the European affiliates are solventand will end up with no claim in the U.S. If they aren't, thecompany contends the claims should be subordinated. If theEuropean claims are paid in the U.S. bankruptcy, the unsecuredcreditors' recovery will be 19.9 percent to 29.6 percent,according to the disclosure statement. If the European claims areknocked out, the distribution rises to 31.5 percent to 51.9percent.

The report relates that THQ estimates bringing in $94.9 million to$105.2 million and having $58 million to $74 million available fordistribution to unsecured creditors.

About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide developer and publisher of interactive entertainment software.The Company develops its products for all popular game systems,personal computers, wireless devices and the Internet.Headquartered in Los Angeles County, California, THQ sells productthrough its network of offices located throughout North Americaand Europe.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn& Crutcher LLP serve as counsel to the Debtors. FTI Consultingand Centerview Partners LLC are the financial advisors. KurtzmanCarson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQfor a price said to be worth $60 million. After a 22-hour auctionwith 10 bidders, the top offers brought a combined $72 millionfrom several buyers who will split up the company. Judge Walrathapproved the sales in January. Some of the assets didn't sell,including properties the company said could be worth about $29million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed fivepersons to serve in the Official Committee of Unsecured Creditors.The Committee tapped Houlihan Lokey Capital as its financialadvisor and investment banker, Landis Rath & Cobb as co-counseland Andrews Kurth as counsel.

TRINITY COAL: Committee Can Hire Sturgill Turner as Local Counsel-----------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of Kentuckyauthorized the Official Committee of Unsecured Creditors in theChapter 11 cases of Trinity Coal Corporation, et al., to retainthe Lexington, Kentucky law firm of Sturgill, Turner, Barker &Moloney, PLLC as local counsel.

To the best of the Committee's knowledge, Sturgill Turner is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code.

About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coaldeposits located in the Appalachian region of the eastern UnitedStates, specifically, in Breathitt, Floyd, Knott Magoffin, andPerry Counties in eastern Kentucky and in Boone, Fayette, Mingo,McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinctcoal mining complexes. Three complexes are located in Kentucky andare referred to as Prater Branch Resources, Little Elk Mining andLevisa Fork. The Kentucky Operations produced compliance and lowsulfur steam coal. Three complexes are located in West Virginiaand are referred to as Deep Water Resources, North SpringsResources and Falcon Resources.

Credit Agricole Corporate & Investment Bank, ING Capital LLC andNatixis, New York Branch filed an involuntary petition for reliefunder Chapter 11 against Trinity Coal Corporation and 15affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The threeentities say they are owed a total of $104 million on accountloans provided to Trinity.

On March 4, 2013, the Debtors filed their consolidated answer toinvoluntary petitions and consent to an order for relief andreservation of rights, thereby consenting to the entry of an orderfor relief in each of their respective Chapter 11 cases. An orderfor relief in each of the Debtors was entered by the Court onMarch 4, 2013, which converted the involuntary cases to voluntaryChapter 11 cases. Sturgill, Turner, Barker & Moloney, PLLC servesas the Committee's local counsel.

TRINITY COAL: Committee Taps John T. Boyd as Mining Consultants---------------------------------------------------------------The Official Committee of Unsecured Creditors in the Chapter 11cases of Trinity Coal Corporation, et al., asks the BankruptcyCourt for permission to retain John T. Boyd Company, as mining andgeological consultants.

Boyd will render these services, among other things:

a. prepare reports on the Debtors' mining operations;

b. provide advice concerning a mine operations evaluation;

c. provide advice and assistance with the valuation of reserves, property, plants and equipment; and

To the best of the Committee's knowledge, Boyd is a "disinterestedperson" as that term is defined in Section 101(14) of theBankruptcy Code.

About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coaldeposits located in the Appalachian region of the eastern UnitedStates, specifically, in Breathitt, Floyd, Knott Magoffin, andPerry Counties in eastern Kentucky and in Boone, Fayette, Mingo,McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinctcoal mining complexes. Three complexes are located in Kentucky andare referred to as Prater Branch Resources, Little Elk Mining andLevisa Fork. The Kentucky Operations produced compliance and lowsulfur steam coal. Three complexes are located in West Virginiaand are referred to as Deep Water Resources, North SpringsResources and Falcon Resources.

Credit Agricole Corporate & Investment Bank, ING Capital LLC andNatixis, New York Branch filed an involuntary petition for reliefunder Chapter 11 against Trinity Coal Corporation and 15affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The threeentities say they are owed a total of $104 million on accountloans provided to Trinity.

On March 4, 2013, the Debtors filed their consolidated answer toinvoluntary petitions and consent to an order for relief andreservation of rights, thereby consenting to the entry of an orderfor relief in each of their respective Chapter 11 cases. An orderfor relief in each of the Debtors was entered by the Court onMarch 4, 2013, which converted the involuntary cases to voluntaryChapter 11 cases. Sturgill, Turner, Barker & Moloney, PLLC servesas the Committee's local counsel.

Cardno will, among other things, provide mining engineering andgeological services, valuations of machinery, plants, equipmentand mineral resources, technical support and other services inconnection with the potential sale of assets in the Debtors'Chapter 11 cases.

Newbridge Services will, among other things, evaluate costs ofreclamation in connection with the potential sale of assets in theDebtors' cases.

John E. Feddock, P.E., senior vice president of Cardno, will beprincipally responsible for the consulting services performed byCardno, while William Larry Adams, president of Newbridge, will beprincipally responsible for the consulting services performed byNewbridge.

To the best of the Debtors' knowledge, the firms are"disinterested persons" as that term is defined in Section 101(14)of the Bankruptcy Code.

About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coaldeposits located in the Appalachian region of the eastern UnitedStates, specifically, in Breathitt, Floyd, Knott Magoffin, andPerry Counties in eastern Kentucky and in Boone, Fayette, Mingo,McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinctcoal mining complexes. Three complexes are located in Kentucky andare referred to as Prater Branch Resources, Little Elk Mining andLevisa Fork. The Kentucky Operations produced compliance and lowsulfur steam coal. Three complexes are located in West Virginiaand are referred to as Deep Water Resources, North SpringsResources and Falcon Resources.

Credit Agricole Corporate & Investment Bank, ING Capital LLC andNatixis, New York Branch filed an involuntary petition for reliefunder Chapter 11 against Trinity Coal Corporation and 15affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The threeentities say they are owed a total of $104 million on accountloans provided to Trinity.

On March 4, 2013, the Debtors filed their consolidated answer toinvoluntary petitions and consent to an order for relief andreservation of rights, thereby consenting to the entry of an orderfor relief in each of their respective Chapter 11 cases. An orderfor relief in each of the Debtors was entered by the Court onMarch 4, 2013, which converted the involuntary cases to voluntaryChapter 11 cases. Sturgill, Turner, Barker & Moloney, PLLC servesas the Committee's local counsel.

TRINITY COAL: Wants to Employ Dixon Hughes as Tax Accountants-------------------------------------------------------------Trinity Coal Corporation, et al., ask the U.S. Bankruptcy Courtfor the Eastern District of Kentucky for permission to employDixon Hughes Goodman as tax accountants.

Sandra D. Thomas, a partner with DHG, will be responsible fordirecting the services performed by DHG.

DHG will, among other things, prepare the Debtors tax returns;advise the Debtor on tax issues in their Chapter 11 cases; andwork with taxing authorities to resolve issues and disputes in theDebtors cases.

To the best of the Debtors' knowledge, DHG does not hold norrepresent an interest adverse to the Debtors.

About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coaldeposits located in the Appalachian region of the eastern UnitedStates, specifically, in Breathitt, Floyd, Knott Magoffin, andPerry Counties in eastern Kentucky and in Boone, Fayette, Mingo,McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinctcoal mining complexes. Three complexes are located in Kentucky andare referred to as Prater Branch Resources, Little Elk Mining andLevisa Fork. The Kentucky Operations produced compliance and lowsulfur steam coal. Three complexes are located in West Virginiaand are referred to as Deep Water Resources, North SpringsResources and Falcon Resources.

Credit Agricole Corporate & Investment Bank, ING Capital LLC andNatixis, New York Branch filed an involuntary petition for reliefunder Chapter 11 against Trinity Coal Corporation and 15affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The threeentities say they are owed a total of $104 million on accountloans provided to Trinity.

On March 4, 2013, the Debtors filed their consolidated answer toinvoluntary petitions and consent to an order for relief andreservation of rights, thereby consenting to the entry of an orderfor relief in each of their respective Chapter 11 cases. An orderfor relief in each of the Debtors was entered by the Court onMarch 4, 2013, which converted the involuntary cases to voluntaryChapter 11 cases. Sturgill, Turner, Barker & Moloney, PLLC servesas the Committee's local counsel.

TWIN DEVELOPMENT: Can Hire Hinds & Shankman as Bankruptcy Counsel-----------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of Californiaauthorized Twin Development LLC to employ Hinds & Shankman LLP asbankruptcy counsel.

As reported in the Troubled Company Reporter on May 20, 2013,James Andrew Hinds, Jr., Paul R. Shankman and other members,associates and attorneys will be responsible in the representationof the Debtor.

To the best of the Debtor's knowledge, the law firm has nointerest materially adverse to the interest of the estate or ofany class of creditors or equity holders.

The Debtor said in court papers the firm has requested that theDebtor find an alternate counsel and complete, sign and file asubstitution of counsel because the Debtor was unable to pay thefirm's retainer, or any portion of the retainer pre- or post-petition. The Debtor did not sign the substitution of counsel andreturned it to the firm. Concurrently, the firm has requested tobe relieved. The hearing set for April 29, 2013, was continueduntil June 24.

In the interim, the Debtor has utilized the services of andincurred costs to the law firm. If the Debtor is successful inobtaining postpetition funds for the law firm's employment on orbefore the hearing on the withdrawal, the funds will be impoundedinto an appropriate debtor-in-possession account and the law firmwill inform the Court by filing and serving notice regarding thesame.

VEBLEN WEST: Has No More Assets, Chapter 11 Case Dismissed----------------------------------------------------------The U.S. Bankruptcy Court for the District of South Dakotadismissed the Chapter 11 case of Veblen West Dairy LLP.

Forrest C. Allred, the duly appointed, qualified and actingChapter 11 trustee for the Debtor, had requested for the dismissalof the Debtor's case because:

1. all assets of the Debtor have been liquidated;

2. any plan of reorganization which has been filed has been withdrawn; and

3. the trustee has completed all of his obligations pertaining to the case, except filing a final report, which will be filed after entry of an order dismissing the matter.

VIRGIN ISLANDS WAPA: Fitch Affirms 'BB' Rating on $156.55MM Bonds-----------------------------------------------------------------Fitch Ratings has affirmed the following ratings for the VirginIslands Water and Power Authority (WAPA):

The electric system revenue bonds are secured by a pledge of netelectric revenues and certain other funds established under thebond resolution. The electric system subordinated revenue bondsare secured by a pledge of net revenues that are subordinate tothe pledge securing the electric system revenue bonds.

INADEQUATE AND REGULATED COST RECOVERY MECHANISMS: The authority'selectric rates are regulated by the Virgin Islands Public ServiceCommission (PSC), which has authorized cost recovery through bothbase rates and a levelized energy adjustment clause (LEAC) forfuel and other related costs. Although the PSC been reasonablyresponsive to requests for cost recovery in recent years, delaysinherent in both the regulatory process and the recovery mechanismimpair liquidity and limit financial flexibility.

EXPOSURE TO FLUCTUATING OIL PRICES: All of WAPA's generatingcapacity is currently oil-fired, exposing the authority to fuelprice volatility and procurement risk. Steadily rising fuel costsin recent years have exacerbated the challenges related to costrecovery and created significant deferrals. Positively, other fueland transmission options are actively being pursued and could,over time, provide a more diversified fuel mix.

RELIANCE ON SHORT-TERM BORROWINGS: The authority has relied onshort-term bank lines of credit from Banco Popular of Puerto Rico(rated 'BB-' by Fitch) and FirstBank of Puerto Rico to fundworking capital needs and fuel purchases as a result of reducedcash flow from operations. The weak financial profile of theliquidity providers, the short tenor of recent arrangements andhistorically low cash balances all contribute to Fitch's concernabout the authority's liquidity.

WEAK LOCAL GOVERNMENT CREDIT QUALITY: Fitch's 'BB' rating on theU.S. Virgin Islands' implied general obligations reflectssignificantly strained fiscal operations, despite recentinitiatives to structurally balance the operating budget, and theintractability of longer-term fiscal challenges that are nowcompounded by severe economic difficulties from the closure of theHovensa LLC refinery on St. Croix. The government is WAPA'slargest customer and accounts for a lower, but still sizableportion of the authority's delinquent accounts.

FAILURE TO IMPROVE UTILITY AND FINANCIAL FUNDAMENTALS: A furtherweakening of the fundamental business and financial operations ofWAPA that further impairs liquidity and cost recovery could resultin a rating downgrade.

CREDIT PROFILE

WAPA is the primary provider of electric and water service to theU.S. Virgin Islands (St. Thomas, St. Croix and St. John). Theelectric system generates, transmits and sells electric power andenergy to more than 55,000 residential, commercial and large powercustomers, including the government. Despite steady customergrowth, system energy requirements declined 11% for the period2008 through 2012, largely due to retail conservation effortsdriven by the increasingly high cost of electricity, and ameaningful reduction in line losses and unaccounted for energy.

WAPA also owns and operates a water utility system. The authoritymaintains separate financial statements for the two systems, andthe debt of each system is separately secured. The two systems,however, share common administrative and operating personnel, andcertain operating expenses.

ADEQUATE, BUT ISOLATED OPERATIONSThe utility owns and operates two principal generating facilities,one located on St. Thomas, and the other on St. Croix. Inaddition, it has a smaller generating facility on St. John.Because of the topography of the ocean floor, the islands of St.Thomas and St. Croix are not interconnected electrically.Collectively, the authority's generators have an installedcapacity of 307.7 megawatts (MW) that is well above peak demandrequirements (130 MW).

All of the authority's current generating units are fueled by oil.WAPA has been exploring a number of alternative energy sourcesincluding wind, solar and waste to energy for many years to reduceits dependence on fossil fuels both for generating electricity andfor production of potable water. The authority has broadly set agoal of reducing its use of oil by 60% by 2025.

Energy production from these alternative energy initiatives isvery limited to date. However, the authority appears to be makingconsiderable progress on several initiatives, including threeexecuted solar power purchase agreements expected to come on linein early 2014 and a proposal to enable the use of liquefiedpetroleum gas for electric production, which could reasonably beexpected to provide long-term benefits.

EXTREMELY HIGH COSTS AND RATESThe authority's cost structure has historically been dominated byfuel costs, particularly since 2007 as WAPA's average fuel costshave risen 72% from $67.21/barrel to $116.21/barrel, and nowaccount for approximately 75% of total operating expenses. Since2009, the authority has filed two base-rate cases, both of whichwere approved by the PSC, providing roughly $15.6 million inadditional revenue annually. More recently, in November 2012, WAPAfiled for an additional base rate increase of approximately $18million effective July 1, 2013. A decision is currently pending.

Despite the constructive increases in base rates, rising fuelcosts and deferred recovery of these costs continue to more thanoffset the improved base rate cash flow. Approved increases in theLEAC are notable - from $0.21/kwh in January 2009 to $0.41/kWh -but have continued to lag rising costs, pushing deferred fuelbalances to $55 million at March 31, 2013 and straining liquidity.Base rates, by comparison, are currently $0.093/kWh, bringingtotal rates to approximately $0.50/kWh.

FINANCIAL PERFORMANCEWAPA's overall financial profile has weakened in recent years,reflecting much higher fuel costs, a lackluster economy and thecontinued financial strain of weak results of the water system andoverdue receivables from the government. Consequently, Fitch-calculated debt service coverage has fallen below 1.0x each yearsince 2010. Although there was a slight improvement in fiscal2012, Fitch-calculated debt service coverage amounted to only0.89x. The authority's internally calculated debt service coverageratio, which excludes expenses related to bad debt, post-employment benefits and payments in lieu of taxes, was slightlyhigher at 1.02x.

The impact of declining energy sales has been partially offset byincreases in base rates and the LEAC; however, increases in fueland other operating expenses have continued to outpace revenuegrowth, resulting in operating losses in both fiscal 2011 and2012. Net losses after interest expense, non-operating income andcapital grants were $11 million and $15 million in 2011 and 2012,respectively.

Leverage metrics have also deteriorated steadily since 2008, whenthe authority reported total debt/FADS of 7.9x andequity/capitalization of 32.4%. At year-end 2012, total debt/FADShad increased to 11.9x and equity/capitalization had weakened to17.9%, reflecting both an erosion in net assets from $107 millionto $66 million, and an increase in total debt from $223 million to$305 million.

In 2012, VNO embarked on a plan to divest many of its non-coreassets including non-cash flowing or non-recurring operatingEBITDA contributing assets such as LNR. The company's progress to-date has been in excess of Fitch's expectations through mostnotably the sale of LNR and the sale of shares in J.C. Penney(JCP) earlier in 2013. VNO's willingness to recognize a sizableloss on JCP reflects a true commitment to the strategy ofsimplification and a return to investing in core markets andassets. Credit metrics will improve to the extent that netproceeds are redeployed into consolidated cash flowing assets.

STRONG UNENCUMBERED ASSET COVERAGE

The ratings are further supported by VNO's unencumbered propertycoverage of unsecured debt, which gives the company significantfinancial flexibility as a source of contingent liquidity.Consolidated unencumbered asset coverage of net unsecured debt(calculated as annualized first-quarter 2013 unencumbered propertyEBITDA divided by a blended stressed capitalization rate of 7.6%)results in coverage of 5.7x. The ratio is strong for the rating,particularly given the unencumbered Manhattan office and retailproperties are highly sought after by secured lenders and foreigninvestors, resulting in stronger contingent liquidity relative tomany asset classes.

GOOD LIQUIDITY

VNO's liquidity is appropriate for the rating with a liquidityratio of 2.7x for the period April 1, 2013 - Dec. 31, 2014.Assuming VNO refinances 80% of its secured obligations, the ratioimproves further to 5.6x (2.6x when including Fitch's estimateddevelopment expenditures). VNO benefits from limited near-termdebt maturities with only 8.9% of total debt maturing through 2014and a manageable AFFO payout ratio (71% in 2012). Fitch calculatesliquidity as sources (unrestricted cash, availability under theline of credit facilities, and retained cash flow from operations)over uses (debt maturities and recurring capital expenditures).

FAIR OPERATING PERFORMANCE

As anticipated, Vornado's operating performance was negativelyaffected by BRAC with Washington, D.C.'s SSNOI declining 9.8% in2012. However, VNO has materially outperformed its underlyingmarkets as measured by both occupancy and same-store EBITDA overthe longer term. From 2005 to 2012, the New York officeportfolio's same-store EBITDA growth was 300 bps above that of themarket, and occupancies were 410 bps higher. The Washington, D.C.office portfolio exhibited similar performance through 2011, withsame-store EBITDA growth and occupancy 310 bps and 410 bps higherthan those of the market, respectively. Such performance reflectsthe quality of the portfolio's assets, as well as management'scapabilities. Fitch forecasts VNO's portfolio will experience lowsingle digit growth in SSNOI through 2015. Further, both VNO'stenant granularity and lease maturities are appropriate for therating and enhance cash flow predictability.

COVERAGE LOW FOR RATING

The company's fixed-charge coverage ratio was 1.7x for the TTMended Mar. 31, 2013, below the 2.1x level of 2011 largely from theloss of BRAC related income. Fitch expects coverage will improveabove 2.0x in 2014 and improve further in 2015 as the companycontinues to repay higher coupon secured and unsecured debtobligations. Fixed-charge coverage sustaining, or Fitch'sexpectation that it will sustain, below 1.8x may result innegative ratings momentum. Fitch defines fixed-charge coverage asrecurring operating EBITDA less recurring capital expenditures andstraight-line rents, divided by interest incurred and preferredstock and OP unit distributions.

PREFERRED STOCK NOTCHING

The two-notch differential between VNO's IDR and preferred stockrating is consistent with Fitch's criteria for corporate entitieswith an IDR of 'BBB'. Based on Fitch's research on 'Treatment andNotching of Hybrids in Nonfinancial Corporate and REIT CreditAnalysis', available on Fitch's Web site at www.fitchratings.com,these preferred securities are deeply subordinated and have lossabsorption elements that would likely result in poor recoveries inthe event of a corporate default.

STABLE OUTLOOK

The Stable Rating Outlook is driven in part by Fitch's expectationthat VNO will maintain appropriate credit metrics in light of theBRAC related earnings erosion and the impact of potentialincreased development activity.

RATING SENSITIVITIES

The following factors may result in positive momentum on VNO'sratings and/or Outlook:

DG-Hyp is the holder of a senior mortgage loan on the propertiesand is owed at least $55,000,000. DG-Hyp notes that the equityholders of the Debtors propose to hold onto their equity inexchange for a $5,000,000 cash infusion in apparent reliance onthe new value exception to the absolute priority rule.

According to DG-Hyp, the Debtor's Plan is unconfirmable. DG-Hypalso said that Disclosure Statement failed to provide basicinformation about the properties and the Debtors, including anappraisal, projections of future income, a showing of ability tomeet plan commitments, a financial disclosure from the Debtors'principals, or the source and application of the Debtor's$5,000,000 cash infusion.

According to the Disclosure Statement, the Plan dated March 27,2013, provides that the Holders of Allowed Secured Tax Claims(Class 1) will receive (a) deferred cash payments over a periodnot to exceed five years from the Petition Date.

The Allowed DG-Hyp Secured Claims (Class 2 -- $55,672,222) willreceive, with respect to the DG-Hyp Secured Claims: (i) title tothe real property owned by Summer and any security deposits paidby Summer's tenants not previously returned to any such tenants;(ii) approximately $3,500,000 representing the Debtors' reservesheld under the Prepetition Date loan documents between DG-Hyp andthe Debtors and cash collateral order.

The Allowed DG-Hyp General Unsecured Claim (Class 3 --$16,500,000) will receive payments equal to 3 percent of any suchClaim from the Reorganized Debtor in four equal quarterly cashpayments.

Each Holder of an Allowed General Unsecured Claim (Class 4 --$350,000) will receive payments equal to 80 percent of its AllowedClaim, in equal quarterly payments of five percent of its claim.

Each Holder of a Tenant Claim (Class 5 -- $600,000) will be paidin full, plus interest at the case interest rate, the amount of atenant claim within twelve months that it would otherwise be dueunder the tenant's lease with Waterfront.

The Holders of Interests (Class 6) will be permitted to retaintheir interests; provided, however, that they contribute fivemillion dollars ($5,000,000) in total to the Reorganized Debtor onthe Effective Date.

Plan payments will be made from: (a) the cash of the ReorganizedDebtor on hand as of the Effective Date; (b) cash arising from theoperation, ownership, maintenance, or sale of the assets owned andmanaged by the Debtors; and (c) any cash generated or received bythe Reorganized Debtor after the Effective Date from any othersource, including the $5,000,000 to be contributed by the holdersof the interest to be issued on the Effective Date under the Plan.

(i) assisting the Trustee in gathering the Debtor's financial information and analyzing the Debtor's financial position, assets and liabilities;

(ii) advising and assisting the Trustee in connection with any potential sales of assets; and

(iii) assisting the Trustee in examining the Debtor's schedules and proofs of claim to determine whether any claims are objectionable or otherwise improper.

As part of its retention, Lain Faulkner will complete its analysisof accounts between the Debtor and Carlton Scott Riggs commencedduring its prior retention by the Debtor and prepetition at therequest of Tim and Tamara Ford. The Trustee believes thatcompletion of the analysis is necessary for the Trustee'sevaluation of claims against the estate.

Significant progress has already been made as a result of LainFaulkner's prior retentions, including (1) reconciliation of cashtransactions of the Debtor and Mr. Riggs to the general ledgersand bank statements from September 2009 through June 2011, (2) ananalysis of all lease purchases and sales by the Debtor and Mr.Riggs reconciled to actual cash receipts and disbursements, (3)document review, (4) interviews of Tamara Ford and independentcontractors with knowledge of the business activities of theDebtor, and (5) review of the Hanke report.

At the behest of Carlton Scott Riggs and Riggs Energy, Inc., theCourt ordered the appointment of a Chapter 11 trustee for theDebtor on April 11, 2013. Michael A. McConnell, the Chapter 11trustee, has managed the Debtor's affairs since April 18, 2013.

* Three Circuits Retain Absolute Priority Rule for Individuals--------------------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that three federal circuit courts of appeal have now ruledthat Congress didn't repeal the absolute priority rule forindividuals in Chapter 11 when amending the Bankruptcy Code in2005.

According to the report, the latest member of the club is the U.S.Court of Appeals in New Orleans, thanks to an opinion on May 29 byCircuit Judge Edith H. Jones. Previous circuit court decisionsreaching the same result came in January from the Tenth Circuit inDenver and in June 2012 from the Fourth Circuit in Richmond,Virginia.

The report notes that all three cases involved individuals inChapter 11 who owned small businesses. They proposed plans whereat least one class of creditors voted "no." The plans would haveallowed the individuals to retain property and use income to paycreditors over time. In the new case from the Fifth Circuit inNew Orleans, the bankruptcy court refused to confirm the planusing the cram down process and sent the appeal directly to thecircuit court.

The report says that Judge Jones found Section 1129(b)(2)(B) ofthe Bankruptcy Code not to be ambiguous. She said that theamendment in 2005 only allows an individual in Chapter 11 toretain income earned after filing, and thus not paying post-bankruptcy wages toward claims of pre-bankruptcy creditors. Evenif the amendment were ambiguous, Judge Jones reached the sameresult saying a ruling otherwise would be an impermissible "repealby implication."

The report relates that the absolute priority rule derives from inSection 1129(b) (2) (B)(ii). It provides that owners orshareholders may not retain any property if a class of creditorsisn't paid in full and votes against the plan. According to theTenth Circuit opinion in January, one bankruptcy appellate paneland five bankruptcy courts ruled that absolute priority forindividuals was repealed when Congress amended Section 1129 in2005.

The Bloomberg report discloses that as amended, the subsectionprovides that an individual nonetheless may "retain propertyincluded in the estate under section 1115." According to theTenth Circuit 17 bankruptcy courts concluded that the revisiondidn't repeal the absolute priority rule. The Tenth Circuit, likethe Fifth, declined to adopt an interpretation based on "impliedrepeal."

The case is In Re Lively, 12-20277, U.S. Court of Appeals for theFifth Circuit (New Orleans).

* Strict Compliance Required in Recording Mortgages---------------------------------------------------Bill Rochelle, the bankruptcy columnist for Bloomberg News,reports that two appeals courts handed down decisions last weekvoiding mortgages where the lenders didn't comply with the detailsof state recording laws.

The report relates that the case in the U.S. Court of Appeals inAtlanta involved a mortgage lacking the signature of an additionalwitness on the attestation page. The two lower courts voided themortgage at the behest of the Chapter 7 trustee.

According to the report, the 11th Circuit in Atlanta certified thequestion to the Georgia Supreme Court and then upheld the lowercourts in an unsigned opinion. The Georgia court ruled that thelack of a witness signature was fatal to enforceability of themortgage. The U.S. Court of Appeals in Cincinnati upheld lowercourts and held that a lien on a mobile home was defective andunenforceable. In Kentucky, where the case arose, liens on mobilehomes are perfected by noting the lien on a title certificate andby filing in the county of the owner's residence.

The Bloomberg report discloses that the lender noted its securityinterest on the title, although filing was in the lender's county,not the owner's county of residence. Circuit Judge Bernice B.Donald on the Sixth Circuit upheld the lower courts and ruled thatthe mortgage was invalid. The Georgia case is National CityMortgage v. Gordon (In re Bennett), 12-13239, 11th U.S. CircuitCourt of Appeals (Atlanta).

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"I will continue to be a member of our global management team andam joined on the executive by Fulbright & Jaworski's US ManagingPartner, Kenneth Stewart. Canadian Senior Partners Michael Langand Bill Tuer, and Partner Jane Caskey, are also members of ourglobal management team. Our Global Chairman is Adrian Ahern,based in Sydney and Norman Steinberg, our Canadian Chairman is nowalso Global Co-Chair.

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Norton Rose Fulbright is a global legal practice. The firmprovides the world's pre-eminent corporations and financialinstitutions with a full business law service.

Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated with a TCR editor holds some position in the issuers"public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements toconferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filedChapter 11 cases involving less than $1,000,000 in assets andliabilities delivered to nation's bankruptcy courts. The listincludes links to freely downloadable images of these small-dollarpetitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday editionof the TCR.

The Sunday TCR delivers securitization rating news from the weekthen-ending.

For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof Delaware, contact Ken Troubh at Nationwide Research &Consulting at 207/791-2852.

This material is copyrighted and any commercial use, resale orpublication in any form (including e-mail forwarding, electronicre-mailing and photocopying) is strictly prohibited without priorwritten permission of the publishers. Information containedherein is obtained from sources believed to be reliable, but isnot guaranteed.

The TCR subscription rate is $975 for 6 months delivered viae-mail. Additional e-mail subscriptions for members of the samefirm for the term of the initial subscription or balance thereofare $25 each. For subscription information, contact Peter A.Chapman at 215-945-7000 or Nina Novak at 202-241-8200.